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Section 1: 8-K (8-K)

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false0001285785MOSAIC CO 0001285785 2019-09-08 2019-09-08


 
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): September 8, 2019
 
 
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
55441
Suite E490
Plymouth,
Minnesota
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (800918-8270
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))
 
 
 
 
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
New York Stock Exchange
 
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.
(d) On September 8, 2019, the Board of Directors (the “Board”) of The Mosaic Company (“Mosaic”) elected David T. Seaton to serve as a director of Mosaic effective as of September 9, 2019, for a term expiring at the annual meeting of shareholders in 2020 or until his successor is elected and qualified.
Mr. Seaton is entitled to compensation for his service as a non-employee director of Mosaic pursuant to the policy adopted by the Board for all non-employee directors and described in Mosaic's Proxy Statement that was filed with the Securities and Exchange Commission on April 10, 2019, including but not limited to a prorated portion, valued at $107,570, of the 2019 annual grant of restricted stock units. The date of grant of such restricted stock units is September 9, 2019.
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: September 9, 2019
 
 
 
 
By:
 
/s/ Mark J. Isaacson
 
 
 
 
 
Name:
 
Mark J. Isaacson
 
 
 
 
 
Title:
 
Senior Vice President, General Counsel
 
 
 
 
 
 
 
and Corporate Secretary



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