Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.



Appointment of William Zisch as a Director

On May 19, 2022, the Board of Directors (the "Board") of Intrepid Potash, Inc. (the "Company") appointed William M. Zisch to serve as a Class III director, effective immediately. The Board also appointed Mr. Zisch to serve on each of the Audit Committee, Compensation Committee, Strategy Committee, and Nominating and Corporate Governance Committee.

As compensation for his service on the Board, Mr. Zisch will receive the Company's standard compensation for non-employee directors, including an annual equity award. There are no understandings or arrangements with any person pursuant to which Mr. Zisch was selected as a director, and Mr. Zisch 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 Mr. Zisch under New York Stock Exchange ("NYSE") listing standards and concluded that Mr. Zisch is an independent director under the applicable NYSE standards.

Approval of Amended and Restated Equity Incentive Plan

On May 19, 2022, the Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"), at which the Company's stockholders approved the Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan (the "A&R Plan"). The A&R Plan was amended to increase the number of shares of common stock authorized for grant by 600,000 newly reserved shares, extend the term of the A&R Plan to May 19, 2032, and make other minor changes to the A&R Plan. The A&R Plan became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the A&R Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 5, 2022 (the "Proxy Statement"). The summaries of the A&R Plan set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the A&R Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders was held on May 19, 2022, as a virtual meeting online via live audio webcast. At the Annual Meeting, there were 10,835,875 shares represented to vote either in person or by proxy, or 79.6% of the outstanding shares entitled to vote, which represented a quorum. The Company's stockholders voted on, and approved, the following proposals at the Annual Meeting:

Proposal 1. Election of two Class II Directors to serve three-year terms expiring at the 2025 Annual Meeting of Stockholders





Nominee             Votes For       Votes Withheld       Abstentions       Broker Non-Votes
Mary E. McBride      7,405,664          1,947,688            3,139              1,479,384
Barth E. Whitham     7,378,147          1,974,632            3,712              1,479,384



Proposal 2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2022





 Votes For        Votes Against       Abstentions      Broker Non-Votes
  10,806,802           20,046             9,027                    -



Proposal 3. Approval, on an advisory basis, of the compensation of the Company's named executive officers





 Votes For       Votes Against       Abstentions       Broker Non-Votes
  8,737,917          231,584            386,990             1,479,384



Proposal 4. Approval of the Amended and Restated Equity Incentive Plan





 Votes For       Votes Against       Abstentions       Broker Non-Votes
  6,541,008         2,317,316           498,167             1,479,384

Item 9.01. Financial Statements and Exhibits.





Exhibit No.     Description
   10.1           Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan
    104         Cover Page Interactive Data File (embedded within the Inline XBRL
                document)

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