Compass Minerals (NYSE: CMP) gets preliminary court OK on derivative case settlement

Rhea-AI Filing Summary

Compass Minerals International, Inc. reported that the United States District Court for the District of Kansas has preliminarily approved a proposed settlement of two related stockholder derivative actions, Morelli v. Crutchfield et al. and Assad v. Crutchfield et al. The actions involve claims brought on behalf of the company against certain current and former officers and directors.

As part of the court’s preliminary approval order, Compass Minerals must make available a Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions and a Stipulation and Agreement of Settlement. These documents are filed as exhibits to the report and are also available on the company’s investor relations website, allowing stockholders to review the terms of the proposed resolution ahead of further court proceedings.

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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): December 10, 2025

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-31921			36-3972986
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

9900 West 109th Street

Suite 100

Overland Park, KS 66210

(Address of principal executive offices)

(913) 344-9200

(Registrant's telephone number, including area code)

N/A

(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:

☐    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, $0.01 par value

CMP

The 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 (§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 8.01     Other Events.

On December 10, 2025, the United States District Court for the District of Kansas (the "Court") preliminarily approved the settlement ("Settlement") of the stockholder derivative actions captioned Morelli v. Crutchfield et al., Case No.2:24-cv-02496-EFM-ADM (D. Kan.) and Assad v. Crutchfield et al., Case No. 2:25-cv-02186-EFM-ADM (D. Kan.) (collectively, the "Actions"). Pursuant to the Court's order granting preliminary approval of the Settlement, Compass Minerals International, Inc. (the "Company") is required to publish the Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions (the "Notice"), attached hereto as Exhibit 99.1, and the Stipulation and Agreement of Settlement (the "Stipulation"), attached hereto as Exhibit 99.2. The Notice and the Stipulation are available for review on the Investor Relations section of the Company's website at www.compassminerals.com.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.						Exhibit Description
99.1						Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions.
99.2						Stipulation and Agreement of Settlement.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

			COMPASS MINERALS INTERNATIONAL, INC.
Date: December 23, 2025			By:			/s/ Peter Fjellman
						Peter Fjellman
						Title: Chief Financial Officer

FAQ

What legal development did Compass Minerals (CMP) disclose?

Compass Minerals disclosed that the United States District Court for the District of Kansas has preliminarily approved a proposed settlement of two stockholder derivative actions involving claims brought on the company’s behalf against certain current and former officers and directors.

Which stockholder derivative cases are included in the Compass Minerals (CMP) settlement?

The proposed settlement covers two related derivative actions: Morelli v. Crutchfield et al., Case No. 2:24-cv-02496-EFM-ADM, and Assad v. Crutchfield et al., Case No. 2:25-cv-02186-EFM-ADM, both pending in the United States District Court for the District of Kansas.

What documents about the Compass Minerals (CMP) derivative settlement are available to investors?

Investors can review the Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions and the Stipulation and Agreement of Settlement, which are filed as Exhibits 99.1 and 99.2 and are also posted on the investor relations section of the company’s website.

Where can Compass Minerals (CMP) stockholders find details of the proposed derivative settlement?

Stockholders can access the Notice and Stipulation on the Investor Relations section of the Compass Minerals website at www.compassminerals.com, as well as through the exhibits to this current report.

What is the purpose of the notice related to the Compass Minerals (CMP) derivative actions?

The Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions informs Compass Minerals stockholders about the existence of the derivative cases, the terms of the proposed settlement, and the court’s preliminary approval, so they can understand and, where applicable, respond to the proposed resolution.

Did Compass Minerals (CMP) report any financial figures related to the settlement?

The disclosure focuses on the court’s preliminary approval of the proposed settlement and the requirement to publish the Notice and Stipulation; it does not include specific financial figures in the provided content.