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Section 1: 8-K (8-K - AMENDMENT TO NEO EX-PAT AGREEMENT AND RESULTS OF 2019 ANNUAL MEETING)

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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): May 22, 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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.
As reported in the Current Report on Form 8-K filed by The Mosaic Company ("Mosaic") with the Securities and Exchange Commission on May 19, 2017 ("May 2017 Form 8-K"), Mosaic entered entered into a letter of understanding (the "Expatriate Agreement") on May 18, 2017, with Richard N. McLellan, Mosaic's Senior Vice President - Mosaic Fertilizantes, in connection with his agreement to relocate to Mosaic's Sao Paulo, Brazil office, where he has been leading Mosaic's Brazil operations. Under the Expatriate Agreement, it was anticipated that Mr. McLellan's international assignment would begin on June 15, 2017 and continue until June 14, 2019. On May 22, 2019, Mosaic's Compensation Committee authorized Mosaic to enter into an addendum to the Expatriate Agreement with Mr. McLellan pursuant to which Mr. McLellan's international assignment would be extended to and including December 31, 2019. All other terms of the Expatriate Agreement would remain the same as those set forth in Exhibit 10.1 to the May 2017 Form 8-K.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the 2019 Annual Meeting of Stockholders ("Annual Meeting"), Mosaic stockholders (i) elected twelve directors (Cheryl K. Beebe, Oscar P. Bernardes, Nancy E. Cooper, Gregory L. Ebel, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, William T. Monahan, James ("Joc") C. O'Rourke, Steven M. Seibert, Luciano Siani Pires and Kelvin R. Westbrook), each for a term of one year expiring in 2020 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, 2019; and (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”).
The votes cast with respect to each director elected for a term of one year expiring in 2020 are summarized as follows:
Director Name 
 
For  
 
Against  
 

Abstain
 
Broker
Non-Votes  
Cheryl K. Beebe
 
292,625,216

 
985,031

 
482,256

 
29,289,433

Oscar P. Bernardes
 
282,234,482

 
11,365,060

 
492,961

 
29,289,433

Nancy E. Cooper
 
291,259,784

 
2,351,886

 
480,833

 
29,289,433

Gregory L. Ebel
 
287,122,047

 
5,938,435

 
1,032,021

 
29,289,433

Timothy S. Gitzel
 
291,865,930

 
1,731,705

 
494,868

 
29,289,433

Denise C. Johnson
 
292,818,562

 
790,346

 
483,595

 
29,289,433

Emery N. Koenig
 
290,441,062

 
3,158,082

 
493,359

 
29,289,433

William T. Monahan
 
288,125,649

 
5,466,631

 
500,223

 
29,289,433

James ("Joc") C. O'Rourke
 
292,649,950

 
950,673

 
491,880

 
29,289,433

Steven M. Seibert
 
287,439,217

 
6,157,452

 
495,834

 
29,289,433

Luciano Siani Pires
 
292,447,660

 
1,151,644

 
493,199

 
29,289,433

Kelvin R. Westbrook
 
274,819,301

 
18,774,828

 
498,374

 
29,289,433

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, 2019 are summarized as follows:
For 
 
Against 
 
Abstained 
 
Broker Non-Votes 
316,538,685
 
5,126,053
 
1,717,198
 
-
The votes cast with respect to approval, on an advisory basis, of the Say-on-Pay Advisory Proposal are summarized as follows:
For 
 
Against 
 
Abstained 
 
Broker Non-Votes 
279,268,341
 
13,622,946
 
1,201,216
 
29,289,433





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: May 24, 2019
 
 
 
By:
 
/s/ Mark J. Isaacson
 
 
 
 
Name:
 
Mark J. Isaacson
 
 
 
 
Title:
 
Senior Vice President, General Counsel
 
 
 
 
 
 
and Corporate Secretary



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