Business Context and Reporting Period
This Form 8-K Current Report was filed by Darling Ingredients Inc. on February 25, 2026. The filing addresses corporate governance changes, specifically the departure of a long-serving director and the election of a new director to the Board.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
- Director Departure: Gary W. Mize, a Board member since 2016, notified the Board of his plan to retire effective at the 2026 Annual Meeting of Stockholders. He will continue to serve as Lead Director and Chairman of the Nominating and Corporate Governance Committee until that meeting.
- Director Election: Robert Aspell was elected to the Board effective immediately. Consequently, the Board size was increased to eleven members.
- Committee Appointment: Mr. Aspell was appointed to the Audit Committee and is deemed an independent director under NYSE listing standards.
Guidance, Outlook, and Compensation
The filing contains no financial guidance, outlook, or management commentary regarding business operations. However, it details the compensatory arrangements for the new director:
- Annual Retainer: $100,000, paid in quarterly installments.
- Equity Grant: An annual grant of restricted stock units (RSUs) valued at $150,000. Mr. Aspell will receive a prorated amount based on the closing stock price on the date of appointment.
- Background: Mr. Aspell is a retired executive from Cargill, Incorporated, with over 40 years of experience, including roles as Cargill Asia Pacific President and Ag Supply Chain Group Leader.
Investor Verification Checklist
- Verify the exact date of the 2026 Annual Meeting of Stockholders to confirm the effective date of Gary W. Mize's retirement.
- Confirm the number of restricted stock units granted to Robert Aspell based on the February 25, 2026, closing stock price.
- Review the attached Press Release (Exhibit 99.1) for additional context on the Board's strategic rationale for these changes.
- Check subsequent filings for the formal ratification of the Board size increase to eleven members at the Annual Meeting.