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CMP • CIK 0001227654
ORGANIZATION AND FORMATION Compass Minerals International, Inc. (“CMI”), through its subsidiaries (collectively, “CMP,” “Compass Minerals” or the “Company”), is a leading global provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. The Company’s salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial, chemical and agricultural applications. Its plant nutrition business is the leading North American producer of sulfate of potash (“SOP”), which is used in the production of specialty fertilizers for high-value crops and turf and helps improve the quality and yield of crops, while supporting sustainable agriculture. The Company’s principal products are salt, consisting of sodium chloride and magnesium chloride, and SOP. The Company’s production sites are located in the United States (“U.S.”), Canada and the United Kingdom (“UK”). The Company also provides records management services in the UK. CMI is a holding company with no significant operations other than those of its wholly-owned subsidiaries. Fortress Beginning in 2020, the Company began a series of equity investments in Fortress, a fire retardant company working to develop long-term fire retardant solutions to help combat wildfires. On November 2, 2021, the Company announced its increased investment in Fortress. On May 5, 2023, the Company acquired the remaining 55% interest in Fortress not previously owned in exchange for an initial cash payment of $18.9 million (net of cash held by Fortress of $6.5 million), and additional contingent consideration of up to $28 million to be paid in cash and/or Compass Minerals common stock upon the achievement of certain performance measures over five years, and a cash earn-out based on financial performance and volumes of certain Fortress fire retardant products sold over a 10-year period. By acquiring 100% of Fortress, the transaction provided the Company full ownership of all Fortress assets, contracts, and intellectual property. On March 25, 2025, the Company took measures to align the Company’s cost structure to its current business needs as part of a larger strategic refocus to improve the profitability of the Company’s core Salt and Plant Nutrition businesses. Specifically, the Company began the process of exiting the Fortress fire retardant business and terminating the employment of all Fortress employees. On May 30, 2025, the Company entered into an Asset Purchase Agreement, selling substantially all of the remaining Fortress-related assets for $19.6 million, net of transaction costs, including the remaining $2.2 million of indefinite-lived in process research and development intangible asset. The sale of the Fortress long-lived assets included in Property, plant and equipment had a net book value of approximately $15.0 million. The fair value of proceeds received, net of transaction costs, exceeded the carrying amount, resulting in a gain of $2.4 million, recorded in Other (income) expense, net, on the Consolidated Statements of Operations for the fiscal year ended September 30, 2025. See Note 6. Property, Plant and Equipment and Note 7. Goodwill and Other Intangible Assets for further information. Presentation In the Consolidated Balance Sheets, Current portion of finance lease liabilities and Finance lease liabilities, net of current portion have been presented separately from Accrued expenses and other current liabilities and Other noncurrent liabilities line items, respectively, in the current year presentation, with conforming reclassifications made for the prior period presentation. Certain Selling, general and administrative expenses totaling $4.4 million have been reclassified in fiscal year ended September 30, 2023 to Other operating (income) expense to conform to current year presentation. The amounts that have been reclassified in fiscal year ended September 30, 2023 include employee termination costs related to restructuring and executive transition costs of $5.5 million, Securities and Exchange Commission (the “SEC”) investigation and related legal costs, net of reimbursements, of $(0.3) million, and changes in fair value of contingent consideration related to the acquisition of Fortress North America, LLC (“Fortress”) of $(0.8) million.…
From recent Form 4 filings
Directors who filed Form 4s in the last 2 years (not a full DEF 14A board roster)