In the Matter of Compass Mineral International, Inc Admin. Proc. File No. 3-21145

On September 23, 2022, the Commission issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order. (the “Order”) against Compass Minerals International, Inc. (the “Respondent”). In the Order, the Commission found that from 2017 to 2018, Compass made repeated misrepresentations about its plans to reduce costs and about the production levels at its Goderich salt mine in Canada. These misrepresentations were the consequence of a deficient disclosure process at the company in which statements to investors were not reviewed by personnel who were sufficiently knowledgeable about both Compass's operations and its disclosure obligations. The failures in Compass's disclosure controls and procedures resulted in material misstatements about the Goderich mine. The Goderich new mining system was unable to produce enough salt and the production shortfalls caused by the upgrade required the company to incur additional expenses that increased costs for Compass. Compass also misrepresented the amount of salt it was mining. In October 2018, Compass disclosed its continued production shortfalls which significantly impacted its financial results, thereby causing its share price to decline significantly. The company's senior management did not also have sufficient information about the environmental issues caused by a facility owned by its subsidiary in Brazil which resulted in imposed penalties from the Brazilian government and liabilities from third parties affected by these environmental issues, also resulting in financial consequences and risks. In addition to these violations, Compass filed material misstated financials which did not comply with General Accepted Accounting Principles (GAAP).

The Commission ordered the Respondent to pay a $12,000,000.00 civil money penalty to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty collected can be distributed to harmed investors (the “Fair Fund”). See the Commission’s Order. Release No. 33-11107

The Fair Fund consists of the $12,000,000.00 collected from the Respondent. The Fair Fund has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund.

On July 22,2024 the Commission issued an order appointing Heffler, Radetich & Saitta, LLP, (“Heffler”) as Tax Administrator (“Tax Administrator”) of the Fair Fund to execute all income tax reporting requirements of the Fair Fund.Seethe Commission’s Order: Release No 34-100573

For more information, please contact the Commission:

Office of Distributions: Email: ENFOfficeofDistributions@sec.gov