Intrepid Potash Inc filed SEC Form 8-K: Termination of a Material Definitive Agreement, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth in Item 5.02 regarding the Aircraft Lease and the Designation Agreement (as defined therein) is incorporated by reference herein.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 30, 2024, Intrepid Potash, Inc. (the “Company”) entered into a Separation Agreement and General Release (the “Agreement”) with the court-appointed guardian of the Company’s former principal executive officer, Robert Jornayvaz III. As previously disclosed, Mr. Jornayvaz was injured in a non-work related accident in April 2024 and was granted a medical leave of absence from the Company. The Agreement’s effective date is expected to be October 8, 2024, unless revoked by Mr. Jornayvaz (the “Effective Date”). Shortly following the Effective Date, the Company will pay to Mr. Jornayvaz $2,041,949 in cash in respect of all compensation owed to him for services rendered prior to the accident and certain COBRA benefits. In addition, Mr. Jornayvaz will also receive certain medical benefits in connection with the injury and will forfeit all unvested equity awards granted to him. Other terms of the Agreement include the following:
| · | Effective September 30, 2024, Mr. Jornayvaz resigned from all positions with the Company and its subsidiaries and affiliates, including as the Chief Executive Officer and as a member of its Board of Directors (the “Board”). As previously disclosed, Matthew Preston has been serving as the Company’s acting principal executive officer since April 2024, and Mr. Preston will continue to serve in that role until a permanent Chief Executive Officer is appointed by the Board. |
| · | Effective as of the Effective Date, the Company and Mr. Jornayvaz will terminate (i) the Aircraft Dry Lease, dated January 9, 2009, and amended September 1, 2014, between the Company and an affiliate of Mr. Jornayvaz (the “Aircraft Lease”) and (ii) the Director Designation and Voting Agreement, dated April 25, 2008, by and among the Company, an affiliate of Mr. Jornayvaz and certain other parties (the “Designation Agreement”). The termination of each of the Aircraft Dry Lease and the Designation Agreement are a result of Mr. Jornayvaz’s separation from the Company. There are no penalties or other costs associated with the termination of these agreements. |
| · | Under the Separation Agreement, Mr. Jornayvaz will be eligible to be re-appointed as a director of the Company on or before December 31, 2025, if he is capable of discharging the responsibilities of a member of the Board and he continues to own 5% or more of the Company’s common stock. |
| · | Mr. Jornayvaz is subject to a customary “standstill” agreement until December 31, 2025, pursuant to which he will be prohibited from taking certain actions with respect to the Company. |
The foregoing is not a complete description of the terms of the Agreement and is qualified by reference to the full text of the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On October 4, 2024, the Company issued a press release regarding Mr. Jornayvaz’s resignation from the Board and as Chief Executive Officer. 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 |
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Separation Agreement and General Release, dated as of September 30, 2024, by and between Intrepid Potash, Inc. and Louisa Craft Jornayvaz as Guardian and Conservator for and on behalf of Robert P. Jornayvaz III. |
| 99.1 | Press Release of Intrepid Potash, Inc. dated October 4, 2024. |
| 104 | Cover Page Interactive Data File (embedded with the 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.
| INTREPID POTASH, INC. | ||
| Dated: October 4, 2024 | By: | /s/ Christina C. Sheehan |
| Christina C. Sheehan | ||
| General Counsel and Secretary | ||