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Section 1: 8-K (8-K - ORGANIZATIONAL CHANGES)

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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): October 30, 2018  
 
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
 
001-32327
 
20-1026454
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
3033 Campus Drive
Suite E490
Plymouth, Minnesota
 
55441
 
 
(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):
¨
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))
 
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.  ¨
 





Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 30, 2018, as part of an internal reorganization, the Board of Directors (the "Board") of The Mosaic Company (“Mosaic”), effective as of January 1, 2019, appointed Walter F. Precourt III to the position of Senior Vice President - Strategy and Growth and removed Mr. Precourt from from his current position as Senior Vice President - Phosphates. In his new position, Mr. Precourt will have responsibilities which include leading Mosaic's Business Development and Market and Stategic Analysis teams.  Based on the responsibilities associated with Mr. Precourt’s new role, the Compensation Committee of the Board, effective upon the date of Mr. Precourt's election as Mosaic’s Senior Vice President - Strategy and Growth, increased his annual base salary from $500,000 to $525,000.
Mosaic also announced the election of (i) Bruce M. Bodine, currently Mosaic's Senior Vice President - Potash, as Senior Vice President - Phosphates; and (ii) Karen A. Swager, currently the Vice President - Minerals in Mosaic's Phosphates Business Unit, as Senior Vice President - Potash, effective as of January 1, 2019. At that time, Mr. Precourt will cease to be Mosaic’s Senior Vice President - Phosphates and Mr. Bodine will cease to be Mosaic's Senior Vice President - Potash.
Item 7.01.
Regulation FD Disclosure.
The following information is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing:
Press release of The Mosaic Company, dated November 1, 2018, furnished herewith as Exhibit 99.1.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
 
Description
99.1
 

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.
 
 
 
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
 
 
 
Date: November 1, 2018
 
 
 
By:
 
/s/ Mark J. Isaacson
 
 
 
 
Name:
 
Mark J. Isaacson
 
 
 
 
Title:
 
Senior Vice President, General Counsel
 
 
 
 
 
 
and Corporate Secretary



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Section 2: EX-99.1 (EXHIBIT 99.1 - PRESS RELEASE (NOVEMBER 1, 2018))

Exhibit


Exhibit 99.1
 
 
 
 
 
395601181_image1a20.jpg
 
 
 
The Mosaic Company
3033 Campus Drive, Suite E490
Plymouth, MN 55441
www.mosaicco.com
FOR IMMEDIATE RELEASE
 
 
 
 
 
 
 
 
 
Media
Ben Pratt
The Mosaic Company
763-577-6102
  
Investors
Laura Gagnon
The Mosaic Company
763-577-8213
  
 

 
MOSAIC ANNOUNCES SENIOR LEADERSHIP CHANGES

PLYMOUTH, MN, November 1, 2018 - The Mosaic Company (NYSE: MOS) today announced several changes to its Senior Leadership Team, all effective January 1, 2019:
Walt Precourt, currently Senior Vice President - Phosphates, will become Senior Vice President - Strategy and Growth. This new group will include Mosaic’s Business Development and Market and Strategic Analysis teams.
Mr. Precourt joined Mosaic in 2009 to lead the company’s Environment, Health and Safety efforts. He subsequently served as Senior Vice President - Potash. In his new role, Mr. Precourt will work from the company’s Tampa headquarters office. He will remain a member of the company’s Senior Leadership Team.
Bruce Bodine, currently Senior Vice President - Potash, will become Senior Vice President - Phosphates. Mr. Bodine joined a Mosaic predecessor in 1999 and has served in a variety of roles in the potash and phosphates business units. He will be based in the company’s offices in FishHawk, Florida, and will remain a member of the Senior Leadership Team.
Karen Swager, currently Vice President - Minerals in the Phosphates Business Unit, will become Senior Vice President - Potash. Since joining a Mosaic predecessor in 1994, Ms. Swager has served as the general manager of individual mines and processing facilities and as head of processing and minerals. She will be based in the company’s Regina, Saskatchewan, Canada offices and she will join the Senior Leadership team.
“These changes represent an important step forward in Mosaic’s evolving strategy,” said President and CEO Joc O’Rourke. “While our potash, phosphates and Mosaic Fertilizantes businesses will remain the central engine that drives Mosaic, innovation and new avenues of growth are also important to our future success.




“I am confident that Walt, Bruce and Karen-all proven leaders-will help Mosaic achieve its remarkable potential in the years ahead.”



About The Mosaic Company
The Mosaic Company is one of the world's leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single-source provider of phosphate and potash fertilizers and feed ingredients for the global agriculture industry. More information on the Company is available at www.mosaicco.com.

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