In the Matter of Compass Mineral International, Inc Admin. Proc. File No. 3-21145

On September 23, 2022, the Commission issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order. (the “Order”) against Compass Minerals International, Inc. (the “Respondent”). In the Order, the Commission found that from 2017 to 2018, Compass made repeated misrepresentations about its plans to reduce costs and about the production levels at its Goderich salt mine in Canada. These misrepresentations were the consequence of a deficient disclosure process at the company in which statements to investors were not reviewed by personnel who were sufficiently knowledgeable about both Compass's operations and its disclosure obligations. The failures in Compass's disclosure controls and procedures resulted in material misstatements about the Goderich mine. The Goderich new mining system was unable to produce enough salt and the production shortfalls caused by the upgrade required the company to incur additional expenses that increased costs for Compass. Compass also misrepresented the amount of salt it was mining. In October 2018, Compass disclosed its continued production shortfalls which significantly impacted its financial results, thereby causing its share price to decline significantly. The company's senior management did not also have sufficient information about the environmental issues caused by a facility owned by its subsidiary in Brazil which resulted in imposed penalties from the Brazilian government and liabilities from third parties affected by these environmental issues, also resulting in financial consequences and risks. In addition to these violations, Compass filed material misstated financials which did not comply with General Accepted Accounting Principles (GAAP).

The Commission ordered the Respondent to pay a $12,000,000.00 civil money penalty to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty collected can be distributed to harmed investors (the “Fair Fund”). See the Commission’s Order. Release No. 33-11107

The Fair Fund consists of the $12,000,000.00 collected from the Respondent. The Fair Fund has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund.

On July 22,2024 the Commission issued an order appointing Heffler, Radetich & Saitta, LLP, (“Heffler”) as Tax Administrator (“Tax Administrator”) of the Fair Fund to execute all income tax reporting requirements of the Fair Fund.Seethe Commission’s Order: Release No 34-100573.

On November 26, 2024, the Commission issued an order appointing Simpluris Inc. (“Simpluris”), as the Fund Administrator to oversee the administration and distribution of the Fair Fund and, set the administrator’s bond amount. See the Commission’s Order: Release No. 34-101761

On December 3, 2024, the Commission published a notice of the proposed plan of distribution and opportunity for comment and simultaneously published the proposed plan of distribution (“Proposed Plan”). The notice provides the public with 30 days to submit their comments on the Proposed Plan. See the Commission’s Notice: Release No. 34-101800 and the Proposed Plan.

The Proposed Plan provides that the distribution of the Fair Fund shall be made to those injured investors. The Plan seeks to compensate investors who were harmed, by the Respondent’s conduct described in the Order, in connection with various disclosure violations. As calculated using the methodology detailed in the Plan of Allocation, investors will be compensated for their losses on shares of CMP common stock that were purchased or acquired between March 2, 2017 to October 22, 2018 inclusive.

On January 28 , 2025, the Commission issued an order approving the Proposed Plan and simultaneously posted the approved plan of distribution (the “Plan”). See the Commission’s Order: Release No. 34-102301 and the Plan.

The claim form may found at www.compassmineralsfairfund.com. Claim forms must be postmarked no later than Friday, June 27, 2025.

It has come to our attention that there may be a date-related error in the Commission approved Plan of Distribution and the Commission’s Division of Enforcement intends to recommend to the Commission that the Plan be amended to extend the Relevant Period (as defined in the Plan) to October 23, 2018.  If the Commission approves the amended Plan of Distribution, it will be posted here.

For more information please contact the Fund Administrator:
Email: info@compassmineralsfairfund.com
Telephone number: 1 (866) 675-2446
Website domain: www.compassmineralsfairfund.com