Intrepid Potash (IPI) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 28, 2026, with voting available online, by phone, or by mail for shareholders of record as of April 7, 2026.

• Shareholders will vote on electing two Class III directors, ratifying KPMG LLP as auditor, and approving executive compensation on an advisory basis.

• The Board recommends voting in favor of all proposals and has retained Alliance Advisors, LLC for proxy solicitation.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors for three-year terms, ratifying KPMG LLP as auditor for 2026, and an advisory vote on executive compensation.

• Shareholders may submit proposals for the 2027 meeting by December 18, 2026, or between January 28 and February 27, 2027, for non-SEC rule proposals.

• Proxy access and universal proxy rules are acknowledged for director nominations.

Board of directors and corporate governance

• The Board consists of eight directors divided into three staggered classes, with a majority being independent under SEC and NYSE rules.

• Board leadership is separated between the CEO and Board Chair, with Barth E. Whitham serving as Chair since July 2024.

• Three standing committees: Audit, Compensation, and Nominating, Corporate Governance, Safety, and Sustainability, all comprised solely of independent directors.

• Stock ownership guidelines require significant equity holdings by directors and executives, with all in compliance or within phase-in periods.

• Insider trading and hedging/pledging policies are in place, with no current pledges by officers or directors.