false0001285785MOSAIC CO
0001285785
2020-05-21
2020-05-21
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): May 21, 2020
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
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DE | | 001-32327 | | 20-1026454 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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101 East Kennedy Blvd. | 33602 |
Suite 2500 |
Tampa, | FL |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 918-8270
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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): |
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☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | MOS | NYSE |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. |
☐ | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2020 Annual Meeting of Stockholders ("Annual Meeting"), The Mosaic Company ("Mosaic") stockholders (i) elected thirteen directors (Cheryl K. Beebe, Oscar P. Bernardes, Nancy E. Cooper, Gregory L. Ebel, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, James ("Joc") C. O'Rourke, David T. Seaton, Steven M. Seibert, Luciano Siani Pires, Gretchen H. Watkins and Kelvin R. Westbrook), each for a term of one year expiring in 2021 or until their respective successors have been duly elected and qualified; (ii) ratified the appointment of KPMG LLP as the independent registered public accounting firm to audit Mosaic’s financial statements for the year ending December 31, 2020; (iii) approved, on an advisory basis, the compensation of Mosaic’s Named Executive Officers, as described in the Compensation Discussion and Analysis section, the compensation tables and the related narrative disclosures set forth in Mosaic’s proxy statement for the Annual Meeting (the “Say-on-Pay Advisory Proposal”); and (iv) rejected the stockholder proposal relating to adoption of written consent right.
The votes cast with respect to each director elected for a term of one year expiring in 2021 are summarized as follows:
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Director Name | | For | | Against | |
Abstain | | Broker Non-Votes |
Cheryl K. Beebe | | 281,255,108 |
| | 2,577,945 |
| | 349,354 |
| | 33,392,705 |
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Oscar P. Bernardes | | 278,978,623 |
| | 4,625,017 |
| | 578,767 |
| | 33,392,705 |
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Nancy E. Cooper | | 277,609,725 |
| | 5,997,423 |
| | 575,259 |
| | 33,392,705 |
|
Gregory L. Ebel | | 275,050,003 |
| | 6,810,949 |
| | 2,321,455 |
| | 33,392,705 |
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Timothy S. Gitzel | | 277,958,258 |
| | 5,852,118 |
| | 372,031 |
| | 33,392,705 |
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Denise C. Johnson | | 279,238,387 |
| | 4,594,614 |
| | 349,406 |
| | 33,392,705 |
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Emery N. Koenig | | 280,736,486 |
| | 2,852,230 |
| | 593,691 |
| | 33,392,705 |
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James ("Joc") C. O'Rourke | | 282,354,576 |
| | 1,465,589 |
| | 362,242 |
| | 33,392,705 |
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David T. Seaton | | 276,852,929 |
| | 6,957,100 |
| | 372,378 |
| | 33,392,705 |
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Steven M. Seibert | | 276,076,311 |
| | 7,522,765 |
| | 583,331 |
| | 33,392,705 |
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Luciano Siani Pires | | 282,216,639 |
| | 1,370,073 |
| | 595,695 |
| | 33,392,705 |
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Gretchen H. Watkins | | 282,546,833 |
| | 1,067,109 |
| | 568,465 |
| | 33,392,705 |
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Kelvin R. Westbrook | | 265,397,701 |
| | 18,416,304 |
| | 368,402 |
| | 33,392,705 |
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The votes cast with respect to ratification of the appointment of KPMG LLP as Mosaic’s independent registered public accounting firm to audit Mosaic’s consolidated financial statements for the year ending December 31, 2020 are summarized as follows:
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For | | Against | | Abstained | | Broker Non-Votes |
311,351,838 | | 5,572,286 | | 650,988 | | - |
The votes cast with respect to approval, on an advisory basis, of the Say-on-Pay Advisory Proposal are summarized as follows:
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For | | Against | | Abstained | | Broker Non-Votes |
249,800,171 | | 33,771,337 | | 610,899 | | 33,392,705 |
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The votes cast with respect to rejection of the stockholder proposal relating to adoption of written consent right are summarized as follows:
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For | | Against | | Abstained | | Broker Non-Votes |
101,448,785 | | 181,753,903 | | 979,719 | | 33,392,705 |
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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.
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| | | | | THE MOSAIC COMPANY |
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Date: May 26, 2020 | | | | | By: | | /s/ Mark J. Isaacson |
| | | | | Name: | | Mark J. Isaacson |
| | | | | Title: | | Senior Vice President, General Counsel |
| | | | | | | and Corporate Secretary |