COMPASS MINERALS INTERNATIONAL INC
For the period ended Aug 15, 2025. Filed Aug 28, 2025.
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Aug 15, 2025 · Filed Aug 28, 2025
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Contents
EX-99.2 · A. Background
A. Background
Compass mines and produces essential minerals, such as salt products for roadway de-icing and specialty plant nutrition minerals. The Company’s products have numerous applications across the consumer, industrial, and agricultural industries.
The Derivative Actions allege that from October 31, 2017 until October 21, 2022, inclusive (the “Relevant Period”), the Individual Defendants—current or former Company officers and/or members of the Company’s Board of Directors (the “Board”)—breached their fiduciary duties to the Company and its shareholders and committed other alleged misconduct by failing to conduct adequate oversight and by intentionally or recklessly making or allowing others to make false and misleading statements concerning (a) the costs associated with the Company’s new continuous mining and continuous haulage (“CMCH”) system; (b) the Company’s ability to produce targeted levels of salt with the new CMCH system; (c) the salt production capacity at the Company’s rock salt mine in Goderich, Ontario; (d) the cost savings attributed to the new CMCH system; (e) the Company’s financial results; and (f) the adequacy of the Company’s internal controls.
Case 2:23-cv-02038-EFM-ADM
Document 38-1
Filed 07/14/25
Page 5 of 77
The Derivative Actions allege that, as a result of the foregoing, the Company’s stock price declined substantially, precipitating the filing, and subsequent settlement, of charges by the U.S. Securities and Exchange Commission (“SEC”) against Compass and of a related federal securities class action lawsuit captioned Local 295 IBT Employer Group Welfare Fund v. Compass Minerals International, Inc. et al., Case No. 2:22-cv-02432-EFM-ADM (D. Kan.) by a class of Compass investors against the Company and certain of its officers (the “Securities Class Action”).1
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