Mosaic 8-K 2023-05-25

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 25, 2023

THE MOSAIC COMPANY

(Exact name of registrant as specified in its charter)

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):

At the 2023 Annual Meeting of Stockholders ("Annual Meeting"), The Mosaic Company ("Mosaic") stockholders (i) elected eleven directors (Cheryl K. Beebe, Gregory L. Ebel, Timothy S. Gitzel, Denise C. Johnson, Emery N. Koenig, James ("Joc") C. O'Rourke, David T. Seaton, Steven M. Seibert, João Roberto Gonçalves Teixeira, Gretchen H. Watkins and Kelvin R. Westbrook), each for a term of one year expiring in 2024 or until their respective successors have been duly elected and qualified; (ii) approved of The Mosaic Company 2023 Stock and Incentive Plan; (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, 2023; (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”); (v) approved, on an advisory basis, an annual stockholder advisory vote on future executive compensation ("Say-on-Frequency Advisory Proposal"); (vi) approved, on an advisory basis, the stockholder proposal relating to reducing the ownership threshold to call a special meeting; and (vii) rejected the stockholder proposal to report on Mosaic's plans to reduce greenhouse gas emissions.

The votes cast with respect to each director elected for a term of one year expiring in 2024 are summarized as follows:

The votes cast with respect to approval of The Mosaic Company 2023 Stock and Incentive Plan are summarized as follows:

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, 2023 are summarized as follows:

The votes cast with respect to approval, on an advisory basis, of the Say-on-Pay Advisory Proposal are summarized as follows:

The votes cast with respect to approval, on an advisory basis, of the Say-on-Frequency Advisory Proposal are summarized as follows:

The votes cast with respect to the stockholder proposal relating to reducing the ownership threshold to call a special meeting are summarized as follows:

The votes cast with respect to the stockholder proposal to report on Mosaic's plans to reduce greenhouse gas emissions are summarized as follows:

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.