UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 12, 2024, the Board of Directors (the “Board”) of Intrepid Potash, Inc. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended, the “Second Amended Bylaws”), effective immediately. In addition to certain other clarifying and conforming changes, the Second Amended Bylaws include the following changes:
| · | amend the advance notice bylaw provision to clarify that the nominating stockholder and beneficial owner have satisfied, in all material respects, the disclosure obligations under applicable U.S. federal and state securities laws in connection with a board nomination; |
| · | eliminate the requirement to make a stockholder list available for examination at meetings of stockholders; |
| · | eliminate the requirement that the chairman of the board also be the chief executive officer of the Company; |
| · | clarify that, except as directed by the Board, any vacant officer positions may be filled by the chief executive officer of the Company; |
| · | clarify the use of electronic or digital signatures in Company actions; and |
| · | update references of “President” to “Chief Executive Officer” in various provisions of the Second Amended Bylaws. |
The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the Second Amended Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Second Amended and Restated Bylaws of Intrepid Potash, Inc. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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 thereunto duly authorized.
| INTREPID POTASH, INC. | ||
| (Registrant) | ||
| Dated: September 16, 2024 | By: | /s/ Christina C. Sheehan |
| Name: | Christina C. Sheehan | |
| Title: | General Counsel and Secretary | |