UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99076 / December 4, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21145

In the Matter of

Compass Minerals International, 

Inc.,

Respondent.

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EXTENSION ORDER

The Division of Enforcement (“Division”) has requested an extension of time until 

December 1, 2024 to submit a Proposed Plan of Distribution under Rule 1101(a) of the 

Commission’s Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1101(a).

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”)1against Compass Minerals International, Inc. (“Compass” or 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. 

1

 Securities Act Rel. No. 11107 (Sept. 23, 2022).
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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 an upgrade required the company to incur additional 

expenses that increased costs. 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 

failures in Compass’s disclosure controls and procedures resulted not only in material 

misstatements about the mine, but in the company's senior management not having sufficient 

information about the environmental issues caused by a facility owned by its subsidiary in 

Brazil. 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”).

The Fair Fund consists of the $12,000,000.00 collected from the Respondent, and has 

been deposited in a Commission-designated account at the U.S. Department of the Treasury.

Any accrued interest will be added to the Fair Fund.

In its request for an extension of time, the Division states that additional time is needed to 

complete the fund administrator solicitation and appointment process, develop the distribution 

methodology, and prepare the proposed plan of distribution.
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Accordingly, for good cause shown, IT IS HEREBY ORDERED that the Division’s 

request for an extension of time until December 1, 2024, to submit a Proposed Plan of 

Distribution is granted.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.2

Vanessa A. Countryman

Secretary 

2

 17 C.F.R. § 200.30-4(a)(21)(i).