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Summary Notice of Proposed Settlement of Derivative Actions

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Compass Minerals (NYSE: CMP) announced a proposed settlement of derivative actions, subject to court approval. The settlement hearing is scheduled for October 14, 2025 at the U.S. District Court for the District of Kansas.

Key terms include implementation of corporate governance reforms within 30 days of final approval. The settlement involves attorneys' fees of $1.4 million to be paid by Individual Defendants' Insurers, and service awards of up to $2,000 for each of the two Plaintiffs. Current stockholders as of July 14, 2025, may object to the settlement by filing written objections at least 14 days before the hearing.

Compass Minerals (NYSE: CMP) ha annunciato una proposta di accordo per cause derivative, soggetta all'approvazione del tribunale. L'udienza per l'omologazione è fissata per il 14 ottobre 2025 presso la U.S. District Court per il Distretto del Kansas.

I punti principali prevedono l'attuazione di riforme di governance aziendale entro 30 giorni dalla approvazione definitiva. L'accordo comprende onorari legali per 1,4 milioni di dollari a carico degli assicuratori dei singoli convenuti e premi di servizio fino a 2.000 dollari per ciascuno dei due querelanti. Gli azionisti registrati al 14 luglio 2025 possono opporsi presentando obiezioni scritte almeno 14 giorni prima dell'udienza.

Compass Minerals (NYSE: CMP) anunció una propuesta de acuerdo en acciones derivadas, sujeta a la aprobación judicial. La audiencia de homologación está programada para el 14 de octubre de 2025 en el Tribunal de Distrito de los EE. UU. para el Distrito de Kansas.

Los términos clave incluyen la implementación de reformas de gobernanza corporativa dentro de los 30 días posteriores a la aprobación definitiva. El acuerdo contempla honorarios de abogados de 1,4 millones de dólares a cargo de las aseguradoras de los demandados individuales, y premios de servicio de hasta 2.000 dólares para cada uno de los dos demandantes. Los accionistas vigentes al 14 de julio de 2025 pueden objetar el acuerdo presentando objeciones por escrito al menos 14 días antes de la audiencia.

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주요 내용은 최종 승인 � 30� 이내� 기업 지배구� 개선 조치� 시행하는 것입니다. 합의에는 개별 피고� 보험사가 부담하� 법률비용 140� 달러와 � 명의 원고 각각� 대� 최대 2,000달러� 봉사 보상� 포함됩니�. 2025� 7� 14� 기준 현재 주주� 심리 최소 14� 전까지 서면 이의� 제기� � 있습니다.

Compass Minerals (NYSE: CMP) a annoncé une proposition de règlement d'actions dérivées, sous réserve de l'approbation du tribunal. L'audience d'homologation est prévue le 14 octobre 2025 devant le tribunal de district des États-Unis pour le district du Kansas.

Les principaux termes prévoient la mise en œuvre de réformes de gouvernance d'entreprise dans les 30 jours suivant l'approbation définitive. Le règlement inclut des honoraires d'avocat de 1,4 million de dollars à la charge des assureurs des défendeurs individuels, et des indemnités de service pouvant atteindre 2 000 dollars pour chacun des deux demandeurs. Les actionnaires inscrits au 14 juillet 2025 peuvent s'opposer au règlement en déposant des objections écrites au moins 14 jours avant l'audience.

Compass Minerals (NYSE: CMP) hat einen vorgeschlagenen Vergleich in Derivatsklagen angekündigt, vorbehaltlich der gerichtlichen Genehmigung. Die Anhörung zur Bestätigung des Vergleichs ist für den 14. Oktober 2025 beim U.S. District Court für den District of Kansas angesetzt.

Wesentliche Punkte sehen die Umsetzung von Corporate-Governance-Reformen innerhalb von 30 Tagen nach endgültiger Genehmigung vor. Der Vergleich umfasst Anwaltshonorare in Höhe von 1,4 Millionen US-Dollar, die von den Versicherern der einzelnen Beklagten zu zahlen sind, sowie Dienstleistungsprämien von bis zu 2.000 US-Dollar für jeden der beiden Kläger. Aktionäre, die am 14. Juli 2025 eingetragen sind, können bis spätestens 14 Tage vor der Anhörung schriftlich Widerspruch einlegen.

Positive
  • Implementation of new corporate governance and internal control reforms to strengthen oversight
  • Settlement costs to be covered by Individual Defendants' Insurers, not the company directly
  • Resolution of pending derivative litigation reduces legal uncertainty
Negative
  • Legal expenses of $1.4 million to be paid through insurance
  • Additional administrative costs and resources required to implement new governance reforms

Insights

Compass Minerals settling shareholder derivative lawsuit with governance reforms; financial impact limited as $1.4M in fees paid by insurers.

This notice announces a proposed settlement of derivative actions against Compass Minerals (NYSE: CMP), which will be considered for final approval at an October 14 court hearing. The settlement structure is particularly noteworthy as it focuses on corporate governance reforms rather than a large monetary payment from the company itself.

The key elements of this settlement are strategically designed to address shareholders' concerns while minimizing direct financial impact on the company. The settlement requires:

  • Implementation of specific corporate governance and internal controls reforms within 30 days of court approval
  • Payment of $1,400,000 in attorneys' fees and expenses - importantly, to be paid by the Individual Defendants' Insurers, not from company funds
  • Small service awards of up to $2,000 each for the two plaintiffs (paid from the attorneys' fees, not additional funds)

From a governance perspective, this represents a constructive resolution that addresses underlying issues without significant financial burden on Compass. Derivative lawsuits typically assert claims on behalf of the company against directors or officers for alleged breaches of fiduciary duty. The governance reforms (detailed in documents referenced but not specified in this notice) likely target the control weaknesses that plaintiffs alleged led to corporate harm.

The settlement structure suggests the parties reached a pragmatic compromise - plaintiffs secured governance improvements they sought while defendants avoided admitting wrongdoing and limited financial exposure by having insurance cover legal costs. Current shareholders benefit from improved governance without a substantial corporate financial penalty that would impact equity value.

OVERLAND PARK, Kan., Aug. 28, 2025 (GLOBE NEWSWIRE) -- Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today released the following notice:

A U.S. District Court authorized this Notice. This is not a solicitation from a lawyer.

TO: ALL CURRENT RECORD HOLDERS AND BENEFICIAL OWNERS OF COMPASSMINERALS INTERNATIONAL, INC. (“COMPASS� OR THE “COMPANY�) COMMONSTOCK AS OF JULY 14, 2025 (THE “RECORD DATE�).

IF YOU WERE A RECORD OR BENEFICIAL OWNER OF THE COMPANY’S COMMON STOCK AS OF THE RECORD DATE, PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY, AS YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE ABOVE-REFERENCED LITIGATION.

PLEASE TAKE NOTICE that the above-captioned consolidated derivative actions are being settled on the terms set forth in a Stipulation and Agreement of Settlement dated July 14, 2025 (the “Stipulation�)1 of the above-captioned consolidated derivative actions, subject to the approval of the United States District Court for the District of Kansas (the “Court�) pursuant to Rule 23.1 of the Federal Rules of Civil Procedure. Under the terms of the Stipulation, as part of the proposed Settlement, and in consideration of the associated releases set forth herein, Defendants shall cause the Board, within thirty (30) days after the Court enters an Order granting final approval of the Settlement, to adopt, implement, and maintain the corporate governance, oversight, and internal controls reforms set forth in Exhibit A to the Stipulation consistent with the terms and timing set forth therein (the “Reforms�). The Reforms, which are detailed more fully in the Stipulation and Long Form Notice, are intended to address the claims asserted in the Derivative Actions.

The Parties agree that: (i) the Settlement confers a substantial benefit upon Compass and its shareholders; (ii) the Settlement, and each of its terms, is in all respects fair, adequate, reasonable, and in the best interests of Compass and its shareholders; and (iii) Plaintiffs� Counsel are entitled to reasonable attorneys� fees and reimbursement of expenses, inclusive of Service Awards for the Plaintiffs, subject to the approval of the Court.

On October 14, 2025, at 1:30 p.m., the Court will hold the Settlement Hearing, either in person at Kansas City courthouse for the United States District Court for the District of Kansas, 500 State Avenue, Kansas City, Kansas 66101, or by telephone or videoconference (at the direction of the Court). At the Settlement Hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate and thus should be finally approved and whether the above-captioned consolidated derivative action should be dismissed with prejudice pursuant to the Stipulation.

1 Capitalized terms herein not otherwise defined are defined in the Stipulation. This Notice should be read in conjunction with, and is qualified in its entirety by reference to, the Stipulation and its Exhibits, which have been filed with the U.S. District Court for the District of Kansas.

The Court also will rule upon Plaintiffs� Counsel’s request for approval of the agreed-upon attorneys� fees and reimbursement of expenses and Plaintiffs� Service Awards.

Any Current Compass Stockholder may, but is not required to, appear in person at the Settlement Hearing. If you want to be heard at the Settlement Hearing in opposition to the Settlement, Plaintiffs� Counsel’s request for approval of attorneys� fees and reimbursement of expenses, or the Service Awards, then you must first comply with the following procedures for objecting.

Any objections to the proposed Settlement or Plaintiffs� Counsel’s applications for the Fee and Expense Amount of $1,400,000, to be paid by the Individual Defendants� Insurers, and reasonable Service Awards of up to $2,000 for each of the two Plaintiffs to be paid from the Fee and Expense Amount, must be presented in writing and must contain the following information:

1. Notice of intent to appear at the Settlement Hearing;
2. Your name, legal address, and telephone number;
3. Proof of being a Current Compass Stockholder as of the Record Date and representation that you will continue to own Compass common stock as of the date of the Settlement Hearing;
4. The date(s) at which you acquired your Compass shares and the number of Compass shares held;
5. A detailed statement of your specific position with respect to the matters to be heard at the Settlement Hearing, including a statement of each objection being made; and
6. The grounds for each objection or the reasons for your desire to appear and be heard.

Any counsel retained by a purported objector for the purpose of asserting an objection must make a notice of appearance on the Court at least fourteen (14) days before the Settlement Hearing. The Court will not consider any objection that does not substantially comply with these requirements.

Any written objections must be filed with the Court and sent by hand or by first-class mail, postage prepaid to Plaintiffs� Counsel no later than fourteen (14) days before the Settlement Hearing at the following address:

Plaintiffs� Counsel:
Seth D. Rigrodsky
RIGRODSKY LAW, P.A.
300 Delaware Avenue, Suite 210
Wilmington, DE 19801
Telephone: (302) 295-5310
Email: [email protected]


Timothy Brown
THE BROWN LAW FIRM, P.C.
767 Third Avenue, Suite 2501
New York, NY 10017
Telephone: (516) 922-5427
Email: [email protected]

Clerk of the Court:
United States District Court
District of Kansas (Kansas City)
500 State Avenue, Room 259
Kansas City, KS 66101
Telephone: (917) 735-2200
Email: [email protected]

The Court will not consider any objection that is not timely filed with the Court and delivered to Plaintiffs� Counsel.

Any person or entity who fails to object or otherwise request to be heard in the manner prescribed above will be deemed to have waived the right to object to any aspect of the Settlement or otherwise request to be heard (including the right to appeal) and will be forever barred from raising such objection or request to be heard in this or any other action or proceeding, but shall otherwise be bound by the Judgment to be entered and the releases to be given.

This Notice summarizes the Parties� Stipulation. It is not a complete statement of the events of the Derivative Actions or the Stipulation. You may inspect the Stipulation and other papers at
.

PLEASE DO NOT CALL, WRITE, OR OTHERWISE DIRECT QUESTIONS TO EITHER THE COURT OR THE CLERK’S OFFICE. Any questions you have about matters in this Notice should be directed by telephone or in writing to Plaintiffs� Counsel at the address set forth above.

Dated: Aug. 28, 2025, BY ORDER OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS

Use of Forward-Looking Statements
This press release contains “forward-looking statements� within the meaning of the “safe harbor� provisions of the Private Securities Litigation Reform Act of 1995, including, without limitation, those regarding: (i) the Stipulation resolving the derivative actions; (ii) the ability to secure final approval of the proposed Settlement and to satisfy all conditions of the proposed Settlement; and (iii) other statements that are not historical facts, constitute forward looking statements. These forward-looking statements involve risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control, including, without limitation, risks and uncertainties related to: (a) the Stipulation not having the expected impact, including resolving the derivative actions; (b) the proposed settlement requiring more activity or expense than expected; (c) the defendants� ability to overcome any objections or appeals regarding the proposed settlement; and (d) satisfactory resolution of any future litigation or other disagreements with others. Further information on potential factors that could cause actual results to differ materially from those in the forward-looking statements are contained in the Company’s filings and periodic reports filed with the Securities and Exchange Commission under the heading “Risk Factors� and elsewhere in such filings and reports, including our most recent quarterly report on Form 10-Q for the quarter ended June 30, 2025, and future filings and reports by the Company. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made, and the facts and assumptions underlying the forward-looking statements may change. Except as required by law, the Company disclaims any obligation to update these forward-looking statements to reflect future information, events or circumstances.



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FAQ

When is the settlement hearing for Compass Minerals (CMP) derivative actions?

The settlement hearing is scheduled for October 14, 2025, at 1:30 p.m. at the U.S. District Court for the District of Kansas in Kansas City.

What is the total amount of attorneys' fees in the Compass Minerals settlement?

The attorneys' fees and expense amount is $1.4 million, to be paid by the Individual Defendants' Insurers.

How much are the service awards for plaintiffs in the CMP settlement?

Each of the two Plaintiffs will receive service awards of up to $2,000, to be paid from the Fee and Expense Amount.

What is the record date for Compass Minerals stockholders to participate in the settlement?

The record date is July 14, 2025. Current stockholders as of this date may object to the settlement by filing written objections.

What changes will Compass Minerals implement as part of the settlement?

The company will adopt, implement, and maintain new corporate governance, oversight, and internal controls reforms within 30 days after final court approval.
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Other Industrial Metals & Mining
Mining & Quarrying of Nonmetallic Minerals (no Fuels)
United States
OVERLAND PARK