0000916540false00009165402024-09-132024-09-13

      

       

 

                (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 717-0300                

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 13, 2024, the Board of Directors (the “Board”) of Darling Ingredients Inc. (the “Company”) elected Randy L. Hill to the Board and appointed him as a member of the Board’s Audit Committee and Sustainability Committee, effective immediately. In connection with Mr. Hill’s election to the Board, the size of the Board was increased to ten members. The Board has determined that Mr. Hill is an independent director under the applicable New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines.

In connection with his service as a director, Mr. Hill will receive the Company’s standard non-employee director compensation, which currently consists of an annual retainer equal to $100,000, paid in quarterly installments, and an annual grant of $150,000 in value of restricted stock units, with Mr. Hill to receive a prorated amount of such grant, with the number of restricted stock units granted to be based on the closing price of our common stock on the date of his appointment to the Board. In addition, the Company will enter into its standard form of Indemnification Agreement for directors and executive officers with Mr. Hill, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2008, and is incorporated herein by reference.

There is no arrangement or understanding between Mr. Hill and any other persons pursuant to which he was selected as a director, nor are there any transactions in which Mr. Hill has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Hill’s election to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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    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 hereunto duly authorized.