Darling Ingredients Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$DAR
Packaged Foods
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2024, the Board of Directors (the “Board”) of Darling Ingredients Inc. (the “Company”) elected Randy L. Hill to the Board and appointed him as a member of the Board’s Audit Committee and Sustainability Committee, effective immediately. In connection with Mr. Hill’s election to the Board, the size of the Board was increased to ten members. The Board has determined that Mr. Hill is an independent director under the applicable New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines.
In connection with his service as a director, Mr. Hill will receive the Company’s standard non-employee director compensation, which currently consists of an annual retainer equal to $100,000, paid in quarterly installments, and an annual grant of $150,000 in value of restricted stock units, with Mr. Hill to receive a prorated amount of such grant, with the number of restricted stock units granted to be based on the closing price of our common stock on the date of his appointment to the Board. In addition, the Company will enter into its standard form of Indemnification Agreement for directors and executive officers with Mr. Hill, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2008, and is incorporated herein by reference.
There is no arrangement or understanding between Mr. Hill and any other persons pursuant to which he was selected as a director, nor are there any transactions in which Mr. Hill has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Hill’s election to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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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.
| DARLING INGREDIENTS INC. | |||||||||||
| Date: September 16, 2024 | By: | /s/ John F. Sterling | |||||||||
| John F. Sterling | |||||||||||
| Executive Vice President, General Counsel | |||||||||||
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