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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