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 (Date of earliest event reported): May 22, 2019
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) | | (IRS employer
identification no.) |
1001 17th Street, Suite 1050
Denver, Colorado 80202
(Address of principal executive offices, including zip code)
(303) 296-3006
(Registrant’s telephone number, including area code)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b))
o 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 check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Intrepid Potash, Inc. (“Intrepid,” “we,” “us,” or “our”) held its 2019 annual meeting of stockholders on May 22, 2019. At the annual meeting, stockholders approved our Amended and Restated Equity Incentive Plan (the “Plan”). Our Board of Directors (the “Board”) approved the Plan on March 22, 2019, subject to stockholder approval at the annual meeting.
The Plan is designed to provide long-term equity incentives to attract, retain, and motivate eligible employees, directors, and consultants and to align their interests with those of our stockholders. The Plan is designed with the flexibility to award restricted stock, restricted stock units, performance awards, incentive stock options, non-qualified stock options, stock appreciation rights, cash-based awards, and other stock-based awards to eligible individuals. The Plan includes the following changes as compared to its previous version:
· Authorizes an additional 7,000,000 shares of common stock for grant under the Plan, plus shares available for grant under the Plan as of May 22, 2019.
· Extends the term of the Plan by two years to May 22, 2029.
· Makes other minor administrative changes to the Plan.
A summary of the principal features of the Plan is included in our definitive proxy statement for our 2019 annual meeting of stockholders, as filed with the Securities and Exchange Commission on April 5, 2019, under the heading “Proposal 4—Approval of Amended and Restated Equity Incentive Plan.” The description above is qualified in its entirety by reference to the full text of the EIP, a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders
We held our 2019 annual meeting of stockholders on May 22, 2019. There were 131,047,442 shares of common stock outstanding and entitled to vote at the annual meeting. At the annual meeting, stockholders present in person or by proxy voted on the following matters:
1. Stockholders elected two Class II directors to our Board of Directors to serve three-year terms expiring at our 2022 annual meeting of stockholders, based on the following votes:
| | J. Landis Martin | | Barth E. Whitham | |
For | | 85,495,206 | | 93,746,323 | |
Against | | 13,612,514 | | 5,360,371 | |
Abstain | | 56,835 | | 57,861 | |
Broker Non-Votes | | 23,070,300 | | 23,070,300 | |
2. Stockholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for 2019, based on the following votes:
For | | 121,516,321 | | | |
Against | | 560,723 | | | |
Abstain | | 157,811 | | | |
Broker Non-Votes | | N/A | | | |
3. Stockholders approved, on an advisory basis, our executive compensation, based on the following votes:
For | | 74,180,300 | | | |
Against | | 22,358,133 | | | |
Abstain | | 2,626,122 | | | |
Broker Non-Votes | | 23,070,300 | | | |
4. Stockholders approved our Amended and Restated Equity Incentive Plan, based on the following votes:
For | | 80,948,004 | | | |
Against | | 18,067,314 | | | |
Abstain | | 149,237 | | | |
Broker Non-Votes | | 23,070,300 | | | |
Item 9.01(d) Financial Statements and Exhibits
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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: May 24, 2019 | By: | /s/ Margaret E. McCandless |
| | Margaret E. McCandless |
| | Vice President, General Counsel, and Secretary |
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