THE MOSAIC COMPANY (NASDAQ:INFO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

33

THE MOSAIC COMPANY (NASDAQ:INFO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 18, 2017, The Mosaic Company (“Mosaic”) entered into a
letter of understanding (the “Expatriate Agreement”) with Richard
N. McLellan, Mosaic’s Senior Vice President – Brazil, in
connection with his agreement to relocate to Mosaic’s Sao Paulo,
Brazil office, where he will lead Mosaic’s existing Brazil
operations, as well as the pre-closing integration planning for
Mosaic’s planned acquisition of the global phosphate and potash
operations of Vale S.A. conducted through Vale Fertilizantes S.A.
and post-closing integration efforts. Under the Expatriate
Agreement, it is anticipated that Mr. McLellan’s international
assignment will begin on June 15, 2017 and continue until June 14,
2019. During his assignment, Mr. McLellan will continue to receive
his current annual base salary of $550,000, subject to annual
review and adjustment in the ordinary course, and will continue to
be eligible to participate in Mosaic’s annual incentive plan with
a target bonus percentage of 80% of base salary for 2017. Mr.
McLellan will also be entitled to benefits that are designed to
minimize the financial impact of the international assignment, and
minimize its disruption to his family. Among the benefits offered
are tax equalization payments, tax consultation and preparation
assistance, participation in an international health plan for Mr.
McLellan and his eligible dependents, housing assistance, travel
allowances, relocation assistance, automobile assistance and
transition assistance. Mosaic is also obligated to provide Mr.
McLellan with relocation assistance for his move back to the United
States upon completion of his assignment.
On May 17, 2017, the Compensation Committee of Mosaic’s Board of
Directors authorized a one-time retention award (the “Retention
Award”) for Mr. McLellan under Mosaic’s 2014 Stock and Incentive
Plan in the amount of $1.1 million, having a grant date of June 15,
2017. The Retention Award will vest on June 14, 2019 provided that
Mr. McLellan is employed by us at that date, and will be payable in
the form of shares of Mosaic’s common stock with a fair market
value on the date of vesting equal to the amount of the Retention
Award. The Retention Award will not vest in the event of a change
in control or for any other reason unless Mr. McLellan is employed
by us on the vesting date.
The foregoing descriptions of the Expatriate Agreement and the
Retention Award do not purport to be complete and are qualified in
their entirety by reference to the Expatriate Agreement and form of
Retention Award agreement, copies of which are filed as Exhibits
10.1 and 10.2 hereto and incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, Mosaic stockholders (i) elected twelve
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, Steven M. Seibert and Kelvin R. Westbrook), each for a term
of one year expiring in 2018 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 Mosaics financial statements for the year ending December 31,
2017; (iii) approved, on an advisory basis, the compensation of
Mosaics Named Executive Officers, as described in the Compensation
Discussion and Analysis section, the compensation tables and the
related narrative disclosures set forth in Mosaics proxy statement
for the Annual Meeting (the Say-on-Pay Advisory Proposal); and (iv)
approved, on an advisory basis, submission of a Say-on-Pay Advisory
Proposal (the Say-on-Frequency Advisory Proposal) every year.
The votes cast with respect to each director elected for a term of
one year expiring in 2018 are summarized as follows:
Director Name
For
Against
Abstain
Broker
Non-Votes
Nancy E. Cooper
256,037,510
5,988,572
223,169
36,240,388
Gregory L. Ebel
259,637,125
2,380,509
231,617
36,240,388
Timothy S. Gitzel
259,666,165
2,354,303
228,783
36,240,388
Denise C. Johnson
260,021,740
1,989,566
237,945
36,240,388
Emery N. Koenig
259,069,003
2,964,879
215,369
36,240,388
Robert L. Lumpkins
257,136,024
4,900,575
212,652
36,240,388
William T. Monahan
258,927,022
3,110,347
211,882
36,240,388
James (“Joc”) C. O’Rourke
260,211,631
1,835,059
202,561
36,240,388
James L. Popowich
259,672,854
2,346,114
230,283
36,240,388
David T. Seaton
259,698,191
2,320,217
230,843
36,240,388
Steven M. Seibert
258,317,141
3,698,680
233,430
36,240,388
Kelvin R. Westbrook
243,558,103
18,472,210
218,938
36,240,388
The votes cast with respect to ratification of the appointment of
KPMG LLP as Mosaics independent registered public accounting firm
to audit Mosaics consolidated financial statements for the year
ending December 31, 2017 are summarized as follows:
For
Against
Abstained
Broker Non-Votes
292,103,585
6,145,362
240,692
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
251,176,701
10,713,595
358,955
36,240,388
The votes cast with respect to approval, on an advisory basis, of
submission of a Say-on-Pay Advisory Proposal to the stockholders
every year are summarized as follows:
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
237,432,714
604,836
23,927,795
283,906
36,240,388
In light of the approval by the stockholders of the submission of a
Say-on-Pay Advisory Proposal every year in accordance with the
recommendation of the Board of Directors, the Board of Directors
has determined to submit a Say-on-Pay Advisory Proposal to the
stockholders every year, until the next required vote on a
Say-on-Frequency Proposal.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Reference is made to the Exhibit Index hereto with respect to the
exhibits filed herewith.


About THE MOSAIC COMPANY (NASDAQ:INFO)

IHS Markit Ltd., formerly Markit Ltd., is a provider of critical information and analytics for the major industries, financial markets and governments. The Company operates through four segments: Resources, Transportation, Consolidated Markets & Solutions (CMS) and Financial Services. The Resources segment includes its energy and chemicals product offerings. Its energy offerings are focused on upstream, midstream, downstream and power/gas/coal/renewables (PGCR) services. The Transportation segment includes its aerospace, defense and security (AD&S); automotive, and maritime and trade (M&T) product offerings. The CMS segment includes its product design; technology, media and telecommunication, and economics and country risk (ECR) product offerings. The Company’s Financial Services segment provides pricing and reference data, indices, valuation and trading services, trade processing, enterprise software and managed services.

THE MOSAIC COMPANY (NASDAQ:INFO) Recent Trading Information

THE MOSAIC COMPANY (NASDAQ:INFO) closed its last trading session up +0.08 at 44.19 with 2,644,853 shares trading hands.

An ad to help with our costs