THE MOSAIC COMPANY Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Meeting of Stockholders ("Annual Meeting"), The Mosaic
Company ("Mosaic") stockholders (i) elected thirteen directors (Cheryl K. Beebe ,
Oscar P. Bernardes , Gregory L. Ebel , Timothy S. Gitzel , Denise C. Johnson , Emery
N. Koenig , James ("Joc") C. O'Rourke , David T. Seaton , Steven M. Seibert ,
Luciano Siani Pires , Gretchen H. Watkins and Kelvin R. Westbrook ), each for a
term of one year expiring in 2022 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 Mosaic's financial
statements for the year ending December 31, 2021 ; (iii) 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"); and (iv) rejected the
stockholder proposal relating to adoption of written consent right.
The votes cast with respect to each director elected for a term of one year
expiring in 2022 are summarized as follows:
Broker
Director Name For Against Abstain Non-Votes
Cheryl K. Beebe 253,557,083 20,752,066 248,972 30,680,458
Oscar P. Bernardes 268,342,271 5,834,252 381,598 30,680,458
Gregory L. Ebel 255,379,797 15,686,489 3,491,835 30,680,458
Timothy S. Gitzel 269,032,039 5,148,683 377,399 30,680,458
Denise C. Johnson 269,879,725 4,359,198 319,198 30,680,458
Emery N. Koenig 268,649,625 5,455,112 453,384 30,680,458
James ("Joc") C. O'Rourke 271,917,635 2,313,365 327,121 30,680,458
David T. Seaton 266,176,539 8,024,699 356,883 30,680,458
Steven M. Seibert 266,256,764 7,961,086 340,271 30,680,458
Luciano Siani Pires 272,087,884 2,056,239 413,998 30,680,458
Gretchen H. Watkins 272,383,459 1,763,500 411,162 30,680,458
Kelvin R. Westbrook 252,423,809 21,793,870 340,442 30,680,458
The votes cast with respect to ratification of the appointment of
For Against Abstained Broker Non-Votes
299,999,564 4,851,616 387,399 -
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
254,016,033 20,140,514 401,574 30,680,458
The votes cast with respect to rejection of the stockholder proposal relating to adoption of written consent right are summarized as follows:
For Against Abstained Broker Non-Votes
107,797,486 166,263,444 497,191 30,680,458
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