Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 24, 2023, Mary Korby, a member of the Board of Directors (the
"Board") of Darling Ingredients Inc. (the "Company") since 2014, notified the
Board that she plans to retire from the Board effective at the Company's 2023
Annual Meeting of Stockholders (the "2023 Annual Meeting"). Ms. Korby will
remain a director and maintain her committee memberships through the 2023 Annual
Meeting.
On January 26, 2023, the Board elected Larry A. Barden to the Board effective
immediately. In connection with Mr. Barden's election to the Board, the size of
the Board was increased to eleven members. In addition, he was also appointed to
the Board's Environmental, Social and Governance Committee. The Board has
determined that Mr. Barden 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. Barden will receive the
Company's standard non-employee director compensation, which currently consists
of an annual retainer equal to $95,000, which Mr. Barden has elected to receive
in the form of deferred stock units as permitted under the Company's
Non-Employee Director Compensation Program, and an annual grant of $135,000 in
value of restricted stock units, with Mr. Barden 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. Barden, 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.
Mr. Barden is a retired partner of Sidley Austin LLP ("Sidley"), an
international law firm. He served as Chairman of Sidley's Management Committee
from April 2014 until April 2022 and was a member of its Executive Committee
from 1999 through April 2022. Mr. Barden's principal areas of practice were
mergers and acquisitions, securities/corporate finance and strategic
counseling/corporate governance. He also serves on the boards of various civic
and educational organizations.
The Company engages Sidley for a variety of legal services and paid
approximately $4.5 million in legal fees to the law firm in 2022 , a significant
portion of which was incurred in connection with legal services related to the
Company's acquisition of Valley Proteins and the financings related to that
acquisition, as well as the Company's acquisitions of the FASA Group and Gelnex.
There are no arrangements or understandings between Mr. Barden and any other
person pursuant to which Mr. Barden was selected as a director, and, other than
as described above, there are no transactions between Mr. Barden and the Company
that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Korby's upcoming retirement and Mr.
Barden'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.
99.1 Press Release dated January 26, 2023.
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