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: March 12, 2019
(Date of earliest event reported)
Intrepid Potash, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34025
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26-1501877
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1001 17th Street, Suite 1050
Denver, Colorado 80202
(Address of principal executive offices and zip code)
(303) 296-3006
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 12, 2019, Intrepid Potash, Inc. (“ Intrepid ,” “ us ,” or “ our ”) and Robert P. Jornayvaz III entered into a Fourth Amendment to Employment Agreement (the “ Amendment ”). Mr. Jornayvaz is our Executive Chairman of the Board, President, and Chief Executive Officer. The Amendment amends the Amended and Restated Employment Agreement, dated as of May 19, 2010, and amended as of February 23, 2011, February 14, 2013, and March 22, 2016, between us and Mr. Jornayvaz (the “ Employment Agreement ”). The Amendment extends the fixed term of the Employment Agreement by three years to April 18, 2022.
A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
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10.1 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: March 15, 2019 |
INTREPID POTASH, INC. |
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/s/ Margaret McCandless |
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Margaret McCandless |
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Vice President, General Counsel, and Secretary |
Fourth Amendment to Employment Agreement
This Fourth Amendment to Employment Agreement (this “ Amendment ”), dated as of March 12, 2019, is entered into between Intrepid Potash, Inc., a Delaware corporation (the “ Company ”), and Robert P. Jornayvaz III (“ Executive ”).
Executive is the Executive Chairman of the Board, President, and Chief Executive Officer of the Company and is serving in this capacity on terms and conditions set forth in an Amended and Restated Employment Agreement, dated as of May 19, 2010, and amended as of February 23, 2011, February 14, 2013, and March 22, 2016 (the “ Agreement ”).
The current term of the Agreement expires on April 18, 2019. The Company and Executive wish to amend the Agreement to extend the term as set forth below.
In consideration of the mutual promises and agreements set forth below, the Company and Executive agree as follows:
1. Paragraph 1 of the Agreement is hereby amended and restated, effective as of April 18, 2019, in its entirety to read as follows:
“ 1. TERM OF AGREEMENT : Subject to the terms of this Amended Agreement, the Company agrees to continue to employ Executive pursuant to this Amended Agreement, and Executive hereby accepts such continued employment pursuant to this Amended Agreement, effective as of May 19, 2010 (the “ Effective Date ”). Executive’s employment pursuant to this Amended Agreement shall be extended for a term of three years commencing on April 19, 2019, and ending on April 18, 2022, subject to earlier termination as provided in paragraph 4, herein (the “ Term ”).”
2. Except as expressly modified in this Amendment, the terms and conditions of the Agreement are unchanged and remain in full force and effect.
IN WITNESS WHEREOF, the Company and Executive, intending to be legally bound, have executed this Amendment on the day and year first above written.
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INTREPID POTASH, INC. |
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By: |
/s/ Erica K. Wyatt |
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Name: Erica K. Wyatt |
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Title: Chief Human Resources Officer |
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ROBERT P. JORNAYVAZ III |
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/s/ Robert P. Jornayvaz III |
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