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: May 29, 2025
(Date of earliest event reported)
Intrepid Potash, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34025 | 26-1501877 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
707 17th Street, Suite 4200
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | IPI | New York Stock Exchange |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2025 Annual Meeting of Stockholders of Intrepid Potash, Inc. (the “Company”) was held on May 29, 2025, as a virtual meeting online via live audio webcast (the “Annual Meeting”). At the Annual Meeting, there were 11,165,458 shares represented to vote either in person or by proxy, or 83.82% of the outstanding shares entitled to vote, which represented a quorum. The Company’s stockholders voted on, and approved, the following proposals at the Annual Meeting:
Proposal 1. Election of two Class II Directors to serve three-year terms expiring at the 2028 Annual Meeting of Stockholders.
| Nominee | Votes For | Votes Withheld | Abstentions | Broker Non- Votes | ||||||||||||
| Mary E. McBride | 8,395,686 | 815,855 | 22,538 | 1,931,379 | ||||||||||||
| Barth E. Whitham | 8,353,819 | 857,742 | 22,518 | 1,931,379 | ||||||||||||
Proposal 2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025.
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||||||||||
| 11,047,994 | 111,975 | 5,489 | — | |||||||||||
Proposal 3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||||||||||
| 8,246,154 | 874,595 | 113,330 | 1,931,379 | |||||||||||
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: June 2, 2025 | By: | /s/ Christina C. Sheehan |
| Christina C. Sheehan | ||
| General Counsel and Secretary | ||