THE MOSAIC COMPANY Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 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 , Luciano Siani Pires ,
Gretchen H. Watkins and Kelvin R. Westbrook ), each for a term of one year
expiring in 2023 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, 2022 ; (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 reducing the ownership threshold to call a
special meeting.
The votes cast with respect to each director elected for a term of one year expiring in 2023 are summarized as follows:
Broker
Director Name For Against Abstain Non-Votes
Cheryl K. Beebe 255,304,549 19,694,021 333,598 26,872,983
Gregory L. Ebel 257,616,204 16,054,111 1,661,853 26,872,983
Timothy S. Gitzel 256,923,723 18,047,943 360,502 26,872,983
Denise C. Johnson 272,383,370 2,618,667 330,131 26,872,983
Emery N. Koenig 263,986,820 10,987,182 358,166 26,872,983
James ("Joc") C. O'Rourke 272,846,275 2,127,255 358,638 26,872,983
David T. Seaton 266,137,059 8,832,444 362,665 26,872,983
Steven M. Seibert 263,406,927 11,520,936 404,305 26,872,983
Luciano Siani Pires 273,941,235 1,011,523 379,410 26,872,983
Gretchen H. Watkins 272,267,793 2,734,008 330,367 26,872,983
Kelvin R. Westbrook 245,215,098 29,623,431 493,639 26,872,983
The votes cast with respect to ratification of the appointment of
For Against Abstained Broker Non-Votes
296,403,323 5,021,313 780,515 -
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
259,019,589 15,972,642 339,937 26,872,983
The votes cast with respect to the stockholder proposal relating to reducing the ownership threshold to call a special meeting are summarized as follows:
For Against Abstained Broker Non-Votes
113,861,688 161,014,112 456,368 26,872,983
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