SEC Document


 

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 19, 2016
 
 
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))
 
 






Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 19, 2016, at the Annual Meeting of Stockholders (the “Annual Meeting”) of The Mosaic Company, a Delaware corporation (“Mosaic”), stockholders approved amendments to Mosaic’s Certificate of Incorporation to (i) delete references to the transition process from a classified board to a fully declassified board and to permit Mosaic's stockholders to remove any director with or without cause ("Classified Board Amendment Proposal"); and (ii) eliminate authorized Class A and Class B Common Stock and to decrease the total number of authorized shares of capital stock ("Reduction in Authorized Share Proposal").

As a result of such approval of the Classified Board Amendment Proposal, certain amendments, approved by the Board of Directors (the "Board"), to Article II, Section 2.3, of Mosaic’s Bylaws (the “Bylaws”) to reflect that directors may be removed from the Board, at any time, with or without cause, also became effective at the close of the Annual Meeting.

The preceding is qualified in its entirety by reference to the copies of Mosaic's Restated Certificate of Incorporation and Amended and Restated Bylaws, each of which is effective May 19, 2016, attached hereto as Exhibits 3.i and 3.ii, respectively, and incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, Mosaic stockholders (i) approved the Classified Board Amendment Proposal and the Reduction in Authorized Share Proposal; (ii) elected eleven directors (Nancy E. Cooper, Gregory L. Ebel, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, Robert L. Lumpkins, William T. Monahan, James ("Joc") C. O'Rourke, James L. Popowich, David T. Seaton and Steven M. Seibert), each for a term of one year expiring in 2017 or until their respective successors have been duly elected and qualified; (iii) 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, 2016; and (iv) 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 the Classified Board Amendment Proposal are summarized as follows:
For 
 
Against 
 
Abstained 
 
Broker Non-Votes 
297,879,320
 
702,511
 
1,389,932
 
The votes cast with respect to the Reduction in Authorized Share Proposal are summarized as follows:
For 
 
Against 
 
Abstained 
 
Broker Non-Votes 
298,069,832
 
535,932
 
1,365,999
 
The votes cast with respect to each director elected for a term of one year expiring in 2015 are summarized as follows:
Director Name 
 
For  
 
Against  
 

Abstain
 
Broker
Non-Votes  
Nancy E. Cooper
 
254,956,547

 
2,004,273

 
158,014

 
42,852,929

Gregory L. Ebel
 
248,307,737

 
8,660,134

 
150,963

 
42,852,929

Timothy S. Gitzel
 
255,103,453

 
1,862,061

 
153,320

 
42,852,929

Denise C. Johnson
 
254,955,035

 
2,007,264

 
156,535

 
42,852,929

Emery N. Koenig
 
232,737,502

 
20,344,592

 
4,036,740

 
42,852,929

Robert L. Lumpkins
 
253,106,913

 
3,840,964

 
170,957

 
42,852,929

William T. Monahan
 
253,991,795

 
2,976,129

 
150,910

 
42,852,929

James ("Joc") C. O'Rourke
 
254,675,001

 
2,274,785

 
169,048

 
42,852,929

James L. Popowich
 
254,785,824

 
2,172,834

 
160,176

 
42,852,929

David T. Seaton
 
254,898,688

 
2,044,506

 
175,640

 
42,852,929

Steven M. Seibert
 
254,054,834

 
2,901,879

 
162,121

 
42,852,929






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, 2016 are summarized as follows:
For 
 
Against 
 
Abstained 
 
Broker Non-Votes 
291,061,580
 
8,638,448
 
271,735
 
-
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 
247,580,461
 
8,998,998
 
539,375
 
42,852,929



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 23, 2016
 
 
 
By:
 
/s/ Mark J. Isaacson
 
 
 
 
Name:
 
Mark J. Isaacson
 
 
 
 
Title:
 
Senior Vice President, General Counsel
 
 
 
 
 
 
and Corporate Secretary








EXHIBIT INDEX
Exhibit No.
  
Description
 
 
3.i
 
Restated Certificate of Incorporation of Mosaic, effective May 19, 2016
3.ii
 
Amended and Restated Bylaws of Mosaic, effective May 19, 2016