Stockholders' Equity and Equity Instruments | Stockholders’ Equity and Equity Instruments: In May 2020, the Company’s stockholders approved the 2020 Incentive Award Plan (as amended, the “2020 Plan”), which authorized the issuance of 2,977,933 shares of Company common stock. In February 2022, the Company’s stockholders approved an amendment to the 2020 Plan authorizing an additional 750,000 shares of Company stock. Since the date the 2020 Plan was approved, the Company ceased issuing equity awards under the 2015 Incentive Award Plan (as amended, the “2015 Plan”). Since the approval of the 2015 Plan in May 2015, the Company ceased issuing equity awards under the 2005 Incentive Award Plan (as amended, the “2005 Plan”). The 2005 Plan, the 2015 Plan and the 2020 Plan allow for grants of equity awards to executive officers, other employees and directors, including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options and deferred stock units. Koch Equity Investment On September 14, 2022, the Company entered into a Stock Purchase Agreement with Koch Minerals & Trading, LLC (“KM&T”), a subsidiary of Koch Industries, Inc. (“KII”), pursuant to which the Company agreed to issue and sell 6,830,700 shares of its common stock at a purchase price of $36.87 for aggregate net proceeds of approximately $240.7 million, net of transaction costs. On October 18, 2022, the Company closed the direct private placement with KM&T, through its affiliate KM&T Investment Holdings, LLC, resulting in their ownership of approximately 17% of the Company’s outstanding common stock. The Company expects to use approximately $200 million of the proceeds from the private placement to advance the first development phase of its sustainable lithium development project at its Ogden site. The Company used the remaining approximately $40.7 million of proceeds to reduce debt. Options Substantially all of the stock options granted vest ratably, in tranches, over a four-year service period. Unexercised options expire after seven years. Options do not have dividend or voting rights. Upon vesting, each option can be exercised to purchase one share of the Company’s common stock. The exercise price of options is equal to the closing stock price on the grant date. To estimate the fair value of options on the grant date, the Company uses the Black-Scholes option valuation model. Award recipients are grouped according to expected exercise behavior. Unless better information is available to estimate the expected term of the options, the estimate is based on historical exercise experience. The risk-free rate, using U.S. Treasury yield curves in effect at the time of grant, is selected based on the expected term of each group. The Company’s historical stock price is used to estimate expected volatility. RSUs Typically, the RSUs granted under the 2015 Plan and the 2020 Plan vest after one PSUs Substantially all of the PSUs outstanding under the 2015 Plan and the 2020 Plan are either total stockholder return PSUs (“TSR PSUs”) or adjusted EBITDA growth PSUs (“EBITDA Growth PSUs”). The actual number of shares of the Company’s common stock that may be earned with respect to TSR PSUs is calculated by comparing the Company’s total stockholder return to the total stockholder return for each company comprising the Company’s peer group or a total return percentage target over a two PSUs represent a target number of shares of the Company’s common stock that may be earned before adjustment based upon the attainment of certain performance conditions. Holders of PSUs do not have voting rights but are entitled to receive non-forfeitable dividends or other distributions equal to those declared on the Company’s common stock for PSUs that are earned, which are paid when the shares underlying the PSUs are issued. To estimate the fair value of the TSR PSUs on the grant date for accounting purposes, the Company uses a Monte-Carlo simulation model, which simulates future stock prices of the Company as well as the Company’s peer group. This model uses historical stock prices to estimate expected volatility and the Company’s correlation to the peer group. The risk-free rate was determined using the same methodology as the option valuations as discussed above. The Company’s closing stock price on the grant date was used to estimate the fair value of the EBITDA Growth PSUs. The Company will adjust the expense of the EBITDA Growth PSUs based upon its estimate of the number of shares that will ultimately vest at each interim date during the vesting period. During the three months ended December 31, 2022, the Company reissued the following number of shares from treasury stock: 31,140 shares related to the release of RSUs which vested and 936 shares related to stock pay ments. In fiscal 2022, the Company issued 117,390 net shares from treasury stock. The Company withheld a total of 9,853 shares with a fair value of $0.4 million related to the vesting of RSUs, PSUs, and stock payments during the three months ended December 31, 2022. The fair value of the shares were valued at the closing price at the vesting date and represent the employee tax withholding for the employee’s compensation. The Company recognized tax expense of $0.1 million from its equity compensation awards as an increase to income tax expense during the three months ended December 31, 2022. During the three months ended December 31, 2022 and 2021, the Company recorded $10.6 million and $4.7 million (includes $1.4 million paid in cash), respectively, of compensation expense pursuant to its stock-based compensation plans. No amounts have been capitalized. The following table summarizes stock-based compensation activity during the three months ended December 31, 2022: Stock Options RSUs PSUs (a) Number Weighted-average Number Weighted-average Number Weighted-average Outstanding at September 30, 2022 774,580 $ 60.68 208,735 $ 63.02 331,359 $ 71.51 Granted — — 221,151 38.14 182,422 68.29 Exercised (b) — — — — — — Released from restriction (b) — — (31,755) 67.61 — — Cancelled/expired (13,241) 62.57 (4,496) 46.27 — — Outstanding at December 31, 2022 761,339 $ 60.64 393,635 $ 48.86 513,781 $ 70.37 (a) Until the performance period is completed, PSUs are included in the table at the target level at their grant date and at that level represent one share of common stock per PSU. (b) Common stock issued for exercised options and for vested and earned RSUs and PSUs was issued from treasury stock. Accumulated Other Comprehensive Loss (“AOCL”) The Company’s comprehensive income (loss) is comprised of net earnings (loss), net amortization of the unrealized loss of the pension obligation, the change in the unrealized gain in other postretirement benefits, the change in the unrealized gain (loss) on natural gas and foreign currency cash flow hedges and CTA. The components of and changes in AOCL are as follows (in millions): Three Months Ended December 31, 2022 (a) Losses on Cash Flow Hedges Defined Benefit Pension Other Post-Employment Benefits Foreign Total Beginning balance $ (1.6) $ (2.7) $ 1.3 $ (112.3) $ (115.3) Other comprehensive (loss) income before reclassifications (b) (2.4) — — 11.7 9.3 Amounts reclassified from AOCL (0.4) 0.1 — — (0.3) Net current period other comprehensive (loss) income (2.8) 0.1 — 11.7 9.0 Ending balance $ (4.4) $ (2.6) $ 1.3 $ (100.6) $ (106.3) Three Months Ended December 31, 2021 (a) Gains and (Losses) on Cash Flow Hedges Defined Benefit Pension Foreign Total Beginning balance $ 3.1 $ (5.4) $ (108.2) $ (110.5) Other comprehensive loss before reclassifications (b) (0.9) — (3.8) (4.7) Amounts reclassified from AOCL (1.1) 0.1 — (1.0) Net current period other comprehensive (loss) income (2.0) 0.1 (3.8) (5.7) Ending balance $ 1.1 $ (5.3) $ (112.0) $ (116.2) (a) With the exception of the CTA, for which no tax effect is recorded, the changes in the components of AOCL presented in the tables above are reflected net of applicable income taxes. (b) The Company recorded foreign exchange (loss) gain of $(1.3) million in the three months ended December 31, 2022, and $1.2 million in the three months ended December 31, 2021, in AOCL related to intercompany notes which were deemed to be of a long-term investment nature. The amounts reclassified from AOCL to expense (income) for the three months ended December 31, 2022 and 2021, are shown below (in millions): Amount Reclassified from AOCL Three Months Ended Line Item Impacted in the 2022 2021 Losses on cash flow hedges: Natural gas instruments $ (0.5) $ (1.5) Product cost Income tax expense 0.1 0.4 Reclassifications, net of income taxes (0.4) (1.1) Amortization of defined benefit pension: Amortization of loss 0.1 0.1 Product cost Income tax benefit — — Reclassifications, net of income taxes 0.1 0.1 Amortization of other post-employment benefits: Amortization of loss — — Product cost Income tax benefit — — Reclassifications, net of income taxes — — Total reclassifications, net of income taxes $ (0.3) $ (1.0) |