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MOSAIC CO FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 19, 2014



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

On May 15, 2014, at the Annual Meeting of Stockholders (the "Annual Meeting") of The Mosaic Company, a Delaware corporation ("Mosaic"), stockholders approved an amendment to Mosaic's Certificate of Incorporation (the "Declassification Proposal") to declassify the Board of Directors (the "Board"). As a result of such approval of the Declassification Proposal, certain amendments approved by the Board to Article II, Sections 2.2 and 2.3, to Mosaic's Bylaws (the "Bylaws") to remove references to director classes, also became effective at the close of the Annual Meeting.

The preceding is qualified in its entirety by reference to the copy of said Article II, Sections 2.2 and 2.3, which is attached hereto as Exhibit 3.ii and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Mosaic stockholders (i) approved the Declassification Proposal; (ii) elected five directors (Nancy E. Cooper, Denise C. Johnson, James L. Popowich, James T. Prokopanko and Steven M. Seibert), each for a term of one year expiring in 2015 or until their respective successors have been duly elected and qualified; (iii) approved The Mosaic Company 2014 Stock and Incentive Plan; (iv) 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, 2014; and (v) 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 approval of the Declassification Proposal are summarized as follows: For Against Abstained Broker Non-Votes 286,946,755 353,260 405,577 33,917,598



The votes cast with respect to each director elected for a term of one year expiring in 2015 are summarized as follows:

Broker Director Name For Against Abstain Non-Votes Nancy E. Cooper 285,380,630 1,905,809 419,153 33,917,598 Denise C. Johnson 284,569,661 1,849,868 1,286,063 33,917,598 James L. Popowich 284,705,401 2,569,508 430,683 33,917,598 James T. Prokopanko 285,432,841 1,855,113 417,638 33,917,598 Steven M. Seibert 284,434,682 1,971,659 1,299,251 33,917,598



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The votes cast with respect to approval of The Mosaic Company 2014 Stock and Incentive Plan are summarized as follows:

For Against Abstained Broker Non-Votes 277,288,650 9,953,212 463,730 33,917,598



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, 2014 are summarized as follows:

For Against Abstained Broker Non-Votes 319,231,346 1,848,871 542,973 -



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 281,199,745 4,919,001 1,586,846 33,917,598



Item 9.01. Financial Statements and Exhibits

(d) Exhibits.



Reference is made to the Exhibit Index hereto with respect to the exhibit filed herewith.

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Source: Edgar Glimpses


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