Core Viewpoint - Compass Minerals has proposed a settlement to resolve derivative litigation involving certain current and former directors and officers, which requires court approval and aims to implement corporate governance reforms [5][11]. Group 1: Settlement Details - The proposed settlement involves a Stipulation and Agreement of Settlement dated October 24, 2025, which aims to fully resolve the claims against the Individual Defendants and dismiss the actions with prejudice [4][5]. - The settlement includes a requirement for Compass to adopt and maintain specific corporate governance reforms, which are expected to provide substantial benefits to the company and its shareholders [5][11]. - The settlement hearing is scheduled for February 20, 2026, to determine the fairness and adequacy of the proposed settlement [13]. Group 2: Financial Aspects - Compass's insurers are expected to pay $850,000 in attorneys' fees and expenses to the Plaintiffs' Counsel, subject to court approval [6]. - Additionally, service awards of up to $1,500 each are proposed for the two plaintiffs involved in the litigation, to be funded from the fee and expense amount [8][11]. Group 3: Background of the Lawsuits - The derivative actions allege that from February 8, 2023, to March 25, 2024, certain Individual Defendants breached their fiduciary duties by issuing misleading statements regarding the safety of the company's magnesium chloride-based aerial fire retardants [10]. - The claims include allegations of overstating the prospects of securing a renewed contract with the U.S. Forest Service for the 2024 fire season [10]. Group 4: Rights of Shareholders - Current shareholders as of October 24, 2025, are advised to review the settlement details and have the right to object to the settlement before the hearing [15][21]. - Shareholders who do not object will be bound by the court's judgment and will be barred from raising any objections in the future [21][22].
Summary Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions