Description of Securities

As of December 31, 2019, Compass Minerals International, Inc., a Delaware corporation (the “Company,” “we” or “our”), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, $0.01 par value per share (our “Common Stock”).

The following is a brief description of our Common Stock and does not purport to be complete. The description is qualified in its entirety by reference to the Company’s Amended and Restated Certificate of Incorporation (our “Certificate”) and Amended and Restated Bylaws (our “Bylaws”), each of which are incorporated by reference as exhibits to the Annual Report on Form 10-K for the year ended December 31, 2019 of which this Exhibit 4.5 is a part, and the applicable provisions of the Delaware General Corporation Law (the “DGCL”). We encourage you to read our Certificate, our Bylaws, and the DGCL for additional information.

The Company’s authorized capital stock consists of 200,000,000 shares of our Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share, 200,000 shares of which have been designated as Series A Junior Participating Preferred Stock. As of December 31, 2019, 33,885,653 shares of Common Stock and no shares of preferred stock were issued and outstanding.

The holders of Common Stock are entitled to one vote for each share held of record on the applicable record date for all matters submitted to a vote of stockholders. Holders of preferred stock, if any, may be entitled to a greater number of votes per a share. Generally, matters to be voted on by stockholders must be approved by a majority of the votes cast. For the election of members to the Board of Directors of the Company (the “Board”), a nominee for director will be elected to the Board if the number of votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election; provided, however, that, if the number of nominees for director exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast. The holders of Common Stock have no cumulative voting rights.

Subject to any preferential rights of any outstanding shares of preferred stock, if any, holders of our Common Stock are entitled to receive dividends as may be declared by the Board out of funds legally available to pay dividends.

In the event of liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, holders of our Common Stock are entitled to share in any distribution of our assets after payment of liabilities, and the liquidation preference of any outstanding preferred stock, if any.

The holders of the Common Stock have no preemptive rights to purchase or subscribe for any stock or other securities nor any conversion rights. There are no redemption, purchase, retirement or sinking fund provisions with respect to our Common Stock.

    

All of the outstanding shares of Common Stock are fully paid and nonassessable.

Our Common Stock is listed on the New York Stock Exchange under the ticker symbol “CMP.”

     The transfer agent and registrar for our Common Stock is ComputerShare Trust Company, N.A.

Our Certificate authorizes the Board to issue from time to time up to an aggregate of 10,000,000 shares of preferred stock in one or more series without further stockholder approval. The Board is authorized, without further stockholder approval, to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each such series, including the dividend rights, dividend rates, conversion rights, voting rights, terms of redemption (including sinking fund provisions), redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of such series.

Certain provisions contained in our Certificate and our Bylaws may be deemed to have an anti-takeover effect or may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in the stockholder's best interests, including those attempts that might result in a premium being paid over the market price for the shares held by a stockholder.

Our Certificate expressly states that we have elected not to be governed by Section 203 of the DGCL, which prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the time the stockholder became an interested stockholder, subject to certain exceptions, including if, prior to such time, the board of such corporation approved the business combination or the transaction which resulted in the stockholder becoming an interested stockholder. “Business combinations” include mergers, asset sales and other transactions resulting in a financial benefit to the “interested stockholder.” Subject to various exceptions, an “interested stockholder” is a person who, together with his or her affiliates and associates, owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock. These restrictions generally prohibit or delay the accomplishment of mergers or other takeover or change-in-control attempts that are not approved by a company’s board. Although we have elected to opt out of the statute’s provisions, we could elect to be subject to Section 203 in the future.