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: April 24, 2020
(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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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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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)
Not Applicable
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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IPI
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New York Stock Exchange
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Indicate by checkmark 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 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 24, 2020, the Board of Directors
(the “Board”) of Intrepid Potash, Inc. (the “Company”) appointed Mary McBride to serve as a Class II director
on the Board, effective May 19, 2020. Ms. McBride is replacing J. Landis Martin, who, earlier this year announced his retirement
from the Board, effective May 19, 2020. The Board also appointed Ms. McBride to serve on each of the Audit Committee, Compensation
Committee, Strategy Committee, and Nominating and Corporate Governance Committee of the Board, each effective as of May 19, 2020.
As compensation for her service on the
Board, Ms. McBride will receive the Company’s standard compensation for non-employee directors. There are no understandings
or arrangements with any person pursuant to which Ms. McBride was selected as a director, and Ms. McBride 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
Ms. McBride under New York Stock Exchange (“NYSE”) listing standards and concluded that she is an independent director
under the applicable NYSE standards.
Item 7.01. Regulation FD Disclosure.
On April 24, 2020, the Company issued
a press release announcing the appointment of Ms. McBride to the Board. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished under this Item
7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 and will not be incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth
by specific reference in that filing.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
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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INTREPID POTASH, INC.
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Dated: April 24, 2020
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By:
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/s/ Matthew D. Preston
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Matthew D. Preston
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Vice President of Finance
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Exhibit 99.1
Intrepid Potash Announces Appointment
of Mary McBride to Board of Directors
DENVER, CO; April 24, 2020 - Intrepid Potash Inc. (NYSE:IPI)
(“Intrepid”) today announced the appointment of Mary McBride as a new independent director to Intrepid’s Board
of Directors (the “Board”), effective May 19, 2020. She will replace J. Landis Martin who announced his retirement,
effective the same day, earlier this year. Ms. McBride brings additional financial, agricultural and oil and gas experience to
the Board.
“The depth of Mary’s banking experience serving
customers across the agriculture, fertilizer, animal feed, and oil and gas industry is a natural fit for a diversified company
like Intrepid.” said Bob Jornayvaz, Intrepid’s Executive Chairman, President, and CEO. “Mary, through her distinguished
career, has experience managing the commodity price cycles in agriculture and energy, and will bring that experience to the board.
We believe her expertise and leadership will benefit Intrepid and its shareholders greatly.”
Ms. McBride is a senior banking executive with over 30 years
of experience and leadership in commercial banking. In her banking career, she covered a variety of industries with a focus on
agriculture markets, and has experience working with companies in agricultural production, processing, marketing, and fertilizer,
as well as the oil and gas industry. She joined CoBank, ACB in 1993 and most recently served as president from 2013 to 2016 prior
to her departure from the organization in December 2016. Prior to her term as president, Ms. McBride served as the chief operating
officer and chief banking officer at CoBank, ACB. Prior to CoBank, ACB, she worked for First Interstate Bank of Denver and the
First National Bank of Boston. Ms. McBride currently serves as an independent director for CatchMark Timber Trust, Inc. where she
serves as the Audit Committee Chair and on the Compensation and Nominating/Governance Committees.
About Intrepid:
Intrepid is a diversified mineral company that delivers potassium,
magnesium, sulfur, salt, and water products essential for customer success in agriculture, animal feed, and the oil and gas industry.
Intrepid is the only U.S. producer of muriate of potash, which is applied as an essential nutrient for healthy crop development,
utilized in several industrial applications, and used as an ingredient in animal feed. In addition, Intrepid produces a specialty
fertilizer, Trio®, which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle.
Intrepid also provides water, magnesium chloride, brine, and various oilfield products and services.
Intrepid serves diverse customers in markets where a logistical
advantage exists and is a leader in the use of solar evaporation for potash production, resulting in lower cost and more environmentally
friendly production. Intrepid's mineral production comes from three solar solution potash facilities and one conventional underground
Trio® mine.
Intrepid routinely posts important information, including information
about upcoming investor presentations and press releases, on its website under the Investor Relations tab. Investors and other
interested parties are encouraged to enroll at intrepidpotash.com, to receive automatic email alerts for new postings.
Contact:
Matt Preston, Vice President of Finance
Phone: 303-996-3048
Email: matt.preston@intrepidpotash.com