Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported)

December 12, 2024

DARLING INGREDIENTS INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-13323	36-2495346
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5601 N. MacArthur Blvd., Irving, Texas 75038

(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):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock $0.01 par value per share	DAR	New York Stock Exchange	(“NYSE”)

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).


☐			Emerging growth company

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.

Retirement of Mr. Brad Phillips and Appointment of Mr. Robert Day

On December 12, 2024, Brad Phillips notified Darling Ingredients Inc. (the “Company”) that effective June 15, 2025 (the “Retirement Date”), he will retire from the Company, where he currently serves as Executive Vice President and Chief Financial Officer. Mr. Phillips will continue to serve as the Company’s Chief Financial Officer until such time as the Company files its Form 10-K for fiscal 2024, which is expected to occur on February 25, 2025 (the “2024 10-K Filing Date”). On the day immediately following the 2024 10-K Filing Date (the “Effective Date”), Mr. Phillips will cease to serve as the Company’s Chief Financial Officer and Robert Day, currently the Company’s Executive Vice President and Chief Strategy Officer, will become the Company’s new Executive Vice President and Chief Financial Officer. From the Effective Date to the Retirement Date, Mr. Phillips will no longer serve as an executive officer of the Company, but will remain employed to assist Mr. Day in his transition to his new role.

Mr. Day, age 55, joined the Company in August of 2023 as Executive Vice President and Chief Strategy Officer. Mr. Day has over 30 years executive management and investment banking experience in agriculture, soft and energy commodity industries. Prior to joining the Company, beginning in January 2023, he served as a partner at Ascendant Partners, an investment bank and advisory firm, where he was licensed with FINRA as a registered investment banking representative. From 2015 to 2022, Mr. Day was with Ceres Global Ag Corp., where he served as CEO from 2016 to 2022. Prior to that, he was Managing Director Asia at ED&F Man; and he held a variety of executive and senior management roles with Cargill, Incorporated in Asia, Latin America and the United States over a 19 year period. Mr. Day holds an MBA from St. Thomas University and a bachelor’s degree from the University of Minnesota.

There are no family relationships between Mr. Day and any director or executive officer of the Company. There are no related person transactions involving Mr. Day requiring disclosure under Item 404(a) of Regulation S-K.

Compensation Arrangements with Mr. Day

Under the compensation package provided to Mr. Day by the Company in connection with his new position, he will receive an annual base salary of $650,000. Mr. Day will continue to participate in the Company’s annual and long-term executive incentive programs. In addition, Mr. Day is already a party to (i) the Company’s form of Senior Executive Termination Benefits Agreement that the Company has entered into with each of its Executive Vice Presidents, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2023, and a description of which is contained therein, and (ii) the Company’s standard form of Indemnification Agreement for directors and executive officers.

Item 7.01. Regulation FD Disclosure.

On December 12, 2024, the Company issued a press release announcing, among other things, Mr. Phillips’ retirement and Mr. Day’s appointment, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated December 12, 2024.

104 Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

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.


	DARLING INGREDIENTS INC.

Date: December 12, 2024	By:	/s/ John F. Sterling
		John F. Sterling
		Executive Vice President, General Counsel

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Dec. 12, 2024

Darling Ingredients Inc. Announces Leadership Changes

•Brad Phillips, Executive Vice President and Chief Financial Officer, to retire

•Robert Day to be named Executive Vice President and Chief Financial Officer

•Sandra Dudley to be named Executive Vice President, Renewables and Chief Strategy Officer

•Carlos Paz joins as Executive Vice President, Global Risk Management, Ingredients

IRVING, Texas, – Darling Ingredients Inc. (NYSE: DAR), today announced that Brad Phillips, Executive Vice President and Chief Financial Officer, will retire from the company after 36 years, effective June 15, 2025. Robert Day, currently Executive Vice President and Chief Strategy Officer, will assume the role of Executive Vice President and Chief Financial Officer effective on the day after the company files its 2024 Form 10-K, which is expected to occur on Feb. 25, 2025; after which, Phillips will remain employed until his retirement date to assist Day in his transition to his new role. Sandra Dudley, currently Executive Vice President, Renewables and U.S. Specialty Operations, will succeed Day as Chief Strategy Officer, under the new title of Executive Vice President, Renewables and Chief Strategy Officer. Carlos Paz will join the company as Executive Vice President, Global Risk Management, Ingredients.

“We extend our deepest gratitude to Brad for his many years of service to Darling Ingredients,” said Randall C. Stuewe, Chairman and Chief Executive Officer. “Brad's vision, leadership and financial expertise were instrumental in shaping our company into the pillar it is today. From spearheading transformative acquisitions to driving unprecedented growth, Brad's contributions are woven into every success we’ve achieved. We thank him for his unwavering dedication and wish him all the best in his retirement.”

Day joined Darling Ingredients in August 2023 as Chief Strategy Officer. Prior to joining the company, he served as a partner at Ascendant Partners, an investment bank and advisory firm. From 2015 to 2022, Day was with Ceres Global Ag. Corp., where he served as Chief Executive Officer from 2016 to 2022. Prior to that, he was Managing Director Asia at ED&F Man; and he held a variety of executive and senior management roles with Cargill, Incorporated in Asia, Latin America and the United States over a 19-year period. Day holds an MBA from St. Thomas University and a bachelor’s degree from the University of Minnesota.

Dudley joined Darling Ingredients in 2015 and has served as Executive Vice President, Renewables and U.S. Specialty Operations since October 2021, overseeing Darling Ingredients’ investment in its Diamond Green Diesel joint venture, as well as the company’s wet pet food, organic fertilizer, bakery feeds, refining and restaurant services businesses. Prior to joining Darling Ingredients, from 1998 to 2004, she worked at ConAgra Foods, serving in both strategy and financial roles; and from 2004 to 2015, she worked at Tenaska Marketing Ventures, a top natural gas marketer, where she analyzed long-term deals, developed deal structures and traded natural gas.

Paz will join Darling Ingredients as Executive Vice President, Risk Management, Ingredients. In this newly created role, Paz will oversee all risk-taking and trading activities globally, as well as the management and mitigation of risks related to commodity price fluctuations, supply chain disruptions and market volatility. He joins Darling Ingredients from Ceres Global Ag. Corp., where he served as President and Chief Executive Officer from August 2022 until December 2024. Prior to joining Ceres, he spent over 20 years at Cargill, Incorporated in a number of leadership roles, where he successfully led trading and merchandising. Paz has a bachelor’s degree in general business management and agricultural economics from Kansas State University.

About Darling Ingredients

A pioneer in circularity, Darling Ingredients Inc. (NYSE: DAR) takes material from the animal agriculture and food industries, and transforms them into valuable ingredients that nourish people, feed animals and crops, and fuel the world with renewable energy. The company operates over 260 facilities in more than 15 countries and processes about 15% of the world’s animal agricultural by-products, produces about 30% of the world’s collagen (both gelatin and hydrolyzed collagen), and is one of the largest producers of renewable energy. To learn more, visit darlingii.com. Follow us on LinkedIn.

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Darling Ingredients Contacts

Media: Jillian Fleming

Director, Global Communications

(972) 541-7115; jillian.fleming@darlingii.com

Investors: Suann Guthrie

Senior VP, Investor Relations, Sustainability & Communications

(469) 214-8202; suann.guthrie@darlingii.com

Cover Page	Dec. 12, 2024
Cover [Abstract]
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock $0.01 par value per share
Entity Central Index Key	0000916540
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	DARLING INGREDIENTS INC.
Document Period End Date	Dec. 12, 2024
Document Type	8-K
Entity File Number	001-13323
Entity Tax Identification Number	36-2495346
Amendment Flag	false
Trading Symbol	DAR
Security Exchange Name	NYSE
Entity Address, Address Line One	5601 N. MacArthur Blvd.
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	972
Local Phone Number	717-0300