Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
February 23, 2021
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
of Incorporation)
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.


Item 8.01.    Other Events.

    On February 23, 2021, Darling Ingredients Inc. (the “Company”) announced the passing of Charles Macaluso, one of the members of its Board of Directors (the “Board”). Mr. Macaluso also served as Lead Director and as the Chairman of the Company’s Nominating and Corporate Governance Committee. A copy of the press release is attached hereto as Exhibit 99.1.

    In accordance with its succession plan, the Board has appointed Gary W. Mize to serve as the new Lead Director and as the Chairman of the Company’s Nominating and Corporate Governance Committee. Mr. Mize has served on the Board since 2016 and brings international business experience to the Board having previously held expatriate positions in Switzerland, Brazil and Hong Kong. His international experience, coupled with more than 35 years of experience in agribusiness, including at Noble Group, Cargill Incorporated and ConAgra Foods, Inc., make him a valuable addition to the Board. In addition, his experience serving on the boards of directors of numerous public companies brings to our Board valuable experience in dealing with the complex issues facing boards of directors today and makes him duly qualified to serve as the Company’s Lead Director.

Item 9.01.     Financial Statements and Exhibits. 

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


    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.

Date:  February 25, 2021By:/s/ John F. Sterling 
  John F. Sterling 
  Executive Vice President,
General Counsel