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EX-99.1 - EXHIBIT 99.1 - Intrepid Potash, Inc.tm2016769d2_ex99-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

 

Date of Report: April 24, 2020

(Date of earliest event reported)

 

Intrepid Potash, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001-34025 26-1501877

(State or other jurisdiction

of incorporation) 

(Commission

File Number) 

(I.R.S. Employer

Identification No.) 

 

1001 17th Street, Suite 1050

Denver, Colorado 80202

(Address of principal executive offices and zip code)

 

(303) 296-3006

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol Name of each exchange on which registered
Common Stock, par value $0.001 per share IPI New York Stock Exchange

 

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company ¨ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 24, 2020, the Board of Directors (the “Board”) of Intrepid Potash, Inc. (the “Company”) appointed Mary McBride to serve as a Class II director on the Board, effective May 19, 2020. Ms. McBride is replacing J. Landis Martin, who, earlier this year announced his retirement from the Board, effective May 19, 2020. The Board also appointed Ms. McBride to serve on each of the Audit Committee, Compensation Committee, Strategy Committee, and Nominating and Corporate Governance Committee of the Board, each effective as of May 19, 2020.

 

As compensation for her service on the Board, Ms. McBride will receive the Company’s standard compensation for non-employee directors. There are no understandings or arrangements with any person pursuant to which Ms. McBride was selected as a director, and Ms. McBride is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

 

The Board considered the independence of Ms. McBride under New York Stock Exchange (“NYSE”) listing standards and concluded that she is an independent director under the applicable NYSE standards.

 

Item 7.01. Regulation FD Disclosure.

 

On April 24, 2020, the Company issued a press release announcing the appointment of Ms. McBride to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information furnished under this Item 7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in that filing.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release of Intrepid Potash, Inc. dated April 24, 2020.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  INTREPID POTASH, INC.
     
Dated: April 24, 2020 By: /s/ Matthew D. Preston
    Matthew D. Preston
    Vice President of Finance