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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)
February 20, 2025
DARLING INGREDIENTS INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware001-1332336-2495346
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock $0.01 par value per shareDARNew 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. ☐

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Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 20, 2025, the Board of Directors (the “Board”) of Darling Ingredients Inc. (the “Company”) elected Soren Schroder to the Board and appointed him as a member of the Board’s Audit Committee and Compensation Committee, effective immediately. In connection with Mr. Schroder’s election to the Board, the size of the Board was increased to eleven members. The Board has determined that Mr. Schroder 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. Schroder will receive the Company’s standard non-employee director compensation, which currently consists of an annual retainer equal to $100,000, paid in quarterly installments, and an annual grant of $150,000 in value of restricted stock units, with Mr. Schroder 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. Schroder, 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.

There is no arrangement or understanding between Mr. Schroder and any other persons pursuant to which he was selected as a director, nor are there any transactions in which Mr. Schroder has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Schroder’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.

104     Cover Page Interactive Data File (embedded within Inline XBRL document)
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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: February 20, 2025By:/s/ John F. Sterling 
  John F. Sterling 
  Executive Vice President,
General Counsel		 

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EXHIBIT 99.1     
darlingingredientslogoa.jpg
FOR IMMEDIATE RELEASE
Feb. 20, 2025

Darling Ingredients Elects Soren Schroder to Board of Directors

IRVING, Texas, – Darling Ingredients Inc. (NYSE: DAR) today announced that it has elected Soren Schroder to its board as an independent director, effective immediately. Schroder will serve on the board’s compensation and audit committees.

“We are pleased to welcome Soren to our board of directors,” said Randall C. Stuewe, Chairman and CEO. “His extensive experience in operations, strategic leadership, financial management and corporate governance will be invaluable to Darling Ingredients. With his expertise, we are well positioned to navigate market complexities and drive long-term, strategic growth.”

Schroder served as the Chief Executive Officer and board member of Bunge Global SA, a global agribusiness and food company from 2013-2019, after serving in a variety of global agribusiness leadership roles at the company, including CEO of Bunge North America from 2010 to 2013, leading Bunge's business operations in the United States, Canada and Mexico. Prior to joining Bunge, Schroder worked for over 15 years at Continental Grain Company and Cargill, Incorporated.


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.

# # #



Darling Ingredients Contacts
Investors: Suann Guthrie
Senior VP, Investor Relations, Sustainability & Communications
(469) 214-8202; suann.guthrie@darlingii.com

Media: Jillian Fleming
Director, Global Communications
(972) 541-7115; jillian.fleming@darlingii.com

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Feb. 20, 2025
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