Court preliminarily clears Compass Minerals (NYSE: CMP) derivative settlement

Rhea-AI Filing Summary

Compass Minerals International, Inc. reported that on August 15, 2025, the United States District Court for the District of Kansas preliminarily approved a settlement of two stockholder derivative actions involving the company and certain defendants. Under the court’s order, the company must publish a Notice of Pendency and Proposed Settlement of Derivative Actions and a Stipulation and Settlement Agreement, which are attached as exhibits and made available on its investor relations website. The defendants named in the actions expressly deny any and all claims asserted against them.

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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): August 15, 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 August 15, 2025, the United States District Court for the District of Kansas (the "Court") preliminarily approved the settlement ("Settlement") of the stockholder derivative actions captioned Stein v. Crutchfield et al., Case No.23-cv-2038-EFM-ADM (D. Kan.) and Morelli v. Malecha et al., Case No. 24-cv-2495-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 Derivative Actions (the "Notice"), attached hereto as Exhibit 99.1, and the Stipulation and Settlement Agreement (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. As noted in the Notice and the Stipulation, the defendants deny any and all claims alleged in the Actions.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.						Exhibit Description
99.1						Notice of Pendency and Proposed Settlement of Derivative Actions.
99.2						Stipulation and Settlement Agreement.
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: August 28, 2025			By:			/s/ Peter Fjellman
						Peter Fjellman
						Title: Chief Financial Officer

FAQ

What event did Compass Minerals (CMP) disclose in this 8-K filing?

Compass Minerals disclosed that a federal court preliminarily approved a settlement of two stockholder derivative actions on August 15, 2025. The company must now publish a formal notice and stipulation related to this proposed settlement for investor review.

Which court granted preliminary approval of the Compass Minerals (CMP) derivative settlement?

Preliminary approval was granted by the United States District Court for the District of Kansas. This court oversees the stockholder derivative actions captioned Stein v. Crutchfield et al. and Morelli v. Malecha et al., which the proposed settlement addresses.

What documents is Compass Minerals (CMP) required to publish about the derivative settlement?

Compass Minerals must publish a Notice of Pendency and Proposed Settlement of Derivative Actions and a Stipulation and Settlement Agreement. These documents are attached as Exhibits 99.1 and 99.2 and are also available on the company’s investor relations website.

Where can investors find details on the Compass Minerals (CMP) derivative settlement?

Investors can review the Notice of Pendency and Proposed Settlement of Derivative Actions and the Stipulation and Settlement Agreement on Compass Minerals’ investor relations website. These documents are also filed as Exhibits 99.1 and 99.2 to the current report.

Do the defendants in the Compass Minerals (CMP) derivative actions admit the claims?

No, the defendants deny any and all claims alleged in the stockholder derivative actions. The proposed settlement has been preliminarily approved, but the defendants’ position is that they reject the substance of the allegations described in those actions.

What exhibits are included with this Compass Minerals (CMP) 8-K related to the settlement?

The 8-K includes three exhibits: Exhibit 99.1 is the Notice of Pendency and Proposed Settlement of Derivative Actions, Exhibit 99.2 is the Stipulation and Settlement Agreement, and Exhibit 104 is the cover page interactive data file in Inline XBRL format.