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 13, 2015
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
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Delaware | | 001-32327 | | 20-1026454 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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3033 Campus Drive Suite E490 Plymouth, Minnesota | | 55441 |
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(Address of principal executive offices) | | (Zip Code) |
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):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)(c)(e) On May 13, 2015, The Mosaic Company (“Mosaic”) announced that (i) effective August 5, 2015, James T. Prokopanko will resign as Mosaic’s President and Chief Executive Officer, and become Mosaic’s Senior Advisor until his planned retirement, effective January 4, 2016; and (ii) effective on the date of Mr. Prokopanko’s resignation, the Board of Directors (“Board”) of Mosaic has elected James (“Joc”) C. O’Rourke, currently Mosaic's Executive Vice President - Operations and Chief Operating Officer, as President and Chief Executive Officer. Upon the effectiveness of Mr. O'Rourke's election as President and Chief Executive Officer, he will cease to be Mosaic's Executive Vice President - Operations and Chief Operating Officer.
Mr. O’Rourke, age 54, has served as Mosaic’s Executive Vice President - Operations and Chief Operating Officer since August 13, 2012, and as Executive Vice President - Operations since January 5, 2009, when he joined Mosaic. Prior to joining Mosaic, Mr. O’Rourke was President, Australia Pacific for Barrick Gold Corporation since May 2006, and Managing Director of Placer Dome Asia Pacific Ltd. from December 2004 until May 2006. Effective upon the date of Mr. O'Rourke's election as Mosaic’s President and Chief Executive Officer, the independent members of the Board, upon recommendation of the Compensation Committee, (i) increased his annual base salary from $760,000 to $1.1 million; (ii) increased his target bonus under Mosaic’s Management Incentive Plan for 2015 from 100% of his annual base salary to 120%; and (iii) approved a long-term incentive award under Mosaic's 2014 Stock and Incentive Plan (the "2014 Plan") of restricted stock units valued at $1 million on the date of grant (based on the closing price of Mosaic's common stock on the New York Stock Exchange ("NYSE") on August 5, 2015) which will vest on the third anniversary of the date of his award provided that he continues to serve as Mosaic’s President and Chief Executive Officer on such anniversary date. There has been no change in Mr. Prokopanko's compensation except as described below with respect to his future service as a non-employee director.
On May 14, 2015, the Board, upon the recommendation of the Compensation Committee, approved a one-time grant to Richard L. Mack, Mosaic’s Executive Vice President and Chief Financial Officer, of restricted stock units valued at $1 million (based on the closing price of Mosaic’s common stock on the NYSE on May 14, 2015, the date of grant) which will vest in three equal installments on the first, second and third anniversaries of the grant date. The award is being made pursuant to the 2014 Plan. Mosaic has previously filed with the Securities and Exchange Commission the form of restricted stock unit award agreement pursuant to which Messrs. O’Rourke and Mack will receive the equity awards as described above; provided that Mr. O’Rourke’s award agreement will reflect the vesting condition described above.
At Mosaic’s 2015 annual meeting of stockholders held on May 14, 2015, Mr. Prokopanko was re-elected to the Board for a term of one year expiring at Mosaic’s 2016 annual meeting of stockholders. Following his retirement, he will continue to serve on the Board through his current term. For his service as a non-employee director from the date of his retirement through the end of his current term in 2016, Mr. Prokopanko will receive the standard compensation awarded to such directors, namely, an annual cash retainer of $90,000.
(d) On May 14, 2015, the Board expanded the size of the Board from 12 to 13 seats, and elected James (“Joc”) C. O’Rourke to fill the newly created vacancy and serve as a director of Mosaic for a term expiring at the 2016 annual meeting of stockholders or until his successor is elected and qualified.
As an employee director, Mr. O’Rourke will receive no director fees or other separate compensation for service on the Board or any committee of the Board for the period during which he is an employee. Mr. O'Rourke will not serve on any committees of the Board.
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Item 7.01. | Regulation FD Disclosure. |
The following information is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing:
Press release, dated May 13, 2015, of Mosaic, announcing election of James (“Joc”) C. O’Rourke as President and Chief Executive Officer, furnished herewith as Exhibit 99.1.
Press release, dated May 14, 2015, of Mosaic, announcing the election of Mr. O'Rourke to Mosaic's Board of Directors, furnished herewith as Exhibit 99.2.
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Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Reference is made to the Exhibit Index hereto with respect to the exhibits furnished herewith. The exhibits listed in the Exhibit Index hereto are being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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.
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| | | | THE MOSAIC COMPANY |
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Date: May 14, 2015 | | | | By: | | /s/ Mark J. Isaacson |
| | | | Name: | | Mark J. Isaacson |
| | | | Title: | | Vice President, General Counsel |
| | | | | | and Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. | | Description |
99.1 | | Press release, dated May 13, 2015, of The Mosaic Company announcing election of James (“Joc”) C. O’Rourke as President and Chief Executive Officer.
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99.2 | | Press release, dated May 14, 2015, of The Mosaic Company announcing the election of James ("Joc") C. O'Rourke to the Board of Directors. |
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| The Mosaic Company 3033 Campus Drive, Suite E490 Plymouth, MN 55441 www.mosaicco.com |
FOR IMMEDIATE RELEASE
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Media Ben Pratt The Mosaic Company 763-577-6102 benjamin.pratt@mosaicco.com | Investors Laura Gagnon The Mosaic Company 763-577-8213 investor@mosaicco.com |
JOC O’ROURKE TO SUCCEED JIM PROKOPANKO
AS MOSAIC PRESIDENT AND CEO
Transition to occur on August 5, 2015
Plymouth, MN, May 13, 2015 - The Mosaic Company (MOS) announced today that its Board of Directors has elected James “Joc” C. O’Rourke, currently Executive Vice President - Operations and Chief Operating Officer, to succeed James T. Prokopanko as President and Chief Executive Officer, effective August 5, 2015. After that date, Mr. Prokopanko will serve as Senior Advisor until his planned retirement on January 4, 2016.
“Jim’s leadership over the past eight and a half years helped build a strong, innovative company with a culture of integrity and an emphasis on execution. My fellow directors and I wish him only the best, and we respect his decision to retire,” said Robert L. Lumpkins, Chairman of Mosaic’s Board of Directors. “The Board has full confidence in Joc and the rest of Mosaic’s talented management team. Together, they will help Mosaic build on Jim’s legacy of success for our employees, customers, investors, communities and other stakeholders.”
“I am quite proud of our accomplishments during Mosaic’s first decade and am confident that Joc will help lead Mosaic to new heights,” Mr. Prokopanko said. “It has been a great privilege to serve as CEO and help build the world’s leading crop nutrition company alongside some of the most talented people I have ever known. I deeply appreciate the outpouring of support I received during my illness last year, and I am happy to be healthy today. I plan to enjoy my good health with my family.”
“I am grateful for the support of the Board of Directors and my exceptional colleagues on Mosaic’s management team,” said Mr. O’Rourke. “Jim’s leadership took Mosaic from its early days to a company that boasts the best combination of people, assets, innovation and global reach in the crop nutrition industry. We will maintain our steadfast focus on our customers and other stakeholders, and we will use today’s solid foundation as a platform for further growth.”
Mr. O’Rourke, 54, has served as Mosaic’s Executive Vice President - Operations and Chief Operating Officer since 2012 and joined the company as Executive Vice President-Operations in 2009. Prior to joining Mosaic, Mr. O’Rourke was President, Australia Pacific for Barrick Gold Corporation, the largest gold producer in Australia, where he was responsible for the Australia Pacific Business Unit consisting of ten gold and copper mines in Australia and Papua New Guinea. Before that, Mr. O’Rourke held various management, engineering and other roles in the mining industry in Canada and Australia. He holds a bachelor’s degree in mining and mineral engineering from the University of British Columbia, and a master’s degree in business administration from INSEAD in Fontainebleau, France.
No other changes to the Senior Leadership Team are anticipated at this time.
About The Mosaic Company
The Mosaic Company is one of the world's leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single source provider of phosphate and potash fertilizers and feed ingredients for the global agriculture industry. More information on the Company is available at www.mosaicco.com.
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This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the Wa’ad Al Shamal Phosphate Company (also known as the Ma’aden joint venture), the acquisition and assumption of certain related liabilities of the Florida phosphate assets of CF Industries, Inc. (“CF”) and Mosaic’s ammonia supply agreements with CF; repurchases of stock; other proposed or pending future transactions or strategic plans and other statements about future financial and operating results. Such statements are based upon the current beliefs and expectations of The Mosaic Company’s management and are subject to significant risks and uncertainties. These risks and uncertainties include but are not limited to risks and uncertainties arising from the ability of the Ma’aden joint venture to obtain additional planned funding in acceptable amounts and upon acceptable terms, the timely development and commencement of operations of production facilities in the Kingdom of Saudi Arabia, the future success of current plans for the Ma’aden joint venture and any future changes in those plans; difficulties with realization of the benefits of the transactions with CF, including the risk that the cost or capital savings from the transactions may not be fully realized or may take longer to realize than expected, or the price of natural gas or ammonia changes to a level at which the natural gas based pricing under one of the long term ammonia supply agreements with CF becomes disadvantageous to Mosaic; customer defaults; the effects of Mosaic’s decisions to exit business operations or locations; the predictability and volatility of, and customer expectations about, agriculture, fertilizer, raw material, energy and transportation markets that are subject to competitive and other pressures and economic and credit market conditions; the level of inventories in the distribution channels for crop nutrients; changes in foreign currency and exchange rates; international trade risks and other risks associated with Mosaic’s international operations and those of joint ventures in which Mosaic participates, including the risk that protests against natural resource companies in Peru extend to or impact the Miski Mayo mine; changes in government policy; changes in environmental and other governmental regulation, including greenhouse gas regulation, implementation of numeric water quality standards for the discharge of nutrients into Florida waterways or efforts to reduce the flow of excess nutrients into the Mississippi River basin, the Gulf of Mexico or elsewhere; further developments in judicial or administrative proceedings, or complaints that Mosaic’s operations are adversely impacting nearby farms, business operations or properties; difficulties or delays in receiving, increased costs of or challenges to necessary governmental permits or approvals or increased financial assurance requirements; resolution of global tax audit activity; the effectiveness of Mosaic’s processes for managing its strategic priorities; adverse weather conditions affecting operations in Central Florida, the Mississippi River basin, the Gulf Coast of the United States or Canada, and including potential hurricanes, excess heat, cold, snow, rainfall or drought; actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental regulation, Canadian resources taxes and royalties, the liabilities Mosaic assumed in the Florida phosphate assets acquisition, or the costs of the Ma’aden joint venture, its existing or future funding and Mosaic’s commitments in
support of such funding; reduction of Mosaic’s available cash and liquidity, and increased leverage, due to its use of cash and/or available debt capacity to fund share repurchases, financial assurance requirements and strategic investments; brine inflows at Mosaic’s Esterhazy, Saskatchewan, potash mine or other potash shaft mines; other accidents and disruptions involving Mosaic’s operations, including potential mine fires, floods, explosions, seismic events or releases of hazardous or volatile chemicals; and risks associated with cyber security, including reputational loss, as well as other risks and uncertainties reported from time to time in The Mosaic Company’s reports filed with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements.
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| The Mosaic Company 3033 Campus Drive, Suite E490 Plymouth, MN 55441 www.mosaicco.com |
FOR IMMEDIATE RELEASE
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Media Ben Pratt The Mosaic Company 763-577-6102 benjamin.pratt@mosaicco.com | Investors Laura Gagnon The Mosaic Company 763-577-8213 investor@mosaicco.com |
JOC O’ROURKE ELECTED TO
THE MOSAIC COMPANY BOARD OF DIRECTORS
PLYMOUTH, MN, May 14, 2014 - The Mosaic Company (MOS) announced today that James “Joc” C. O’Rourke has been elected to its Board of Directors, effective today. The Company announced yesterday that Mr. O’Rourke will succeed James T. Prokopanko as the Company’s President and CEO on August 5, 2015.
“The Board has long benefited from Joc’s insight, and we are pleased to have him join the board as part of Mosaic’s CEO transition,” said Robert L. Lumpkins, Chairman of Mosaic’s Board of Directors.
Mr. O’Rourke, 54, has served as Mosaic’s Executive Vice President - Operations and Chief Operating Officer since 2012 and joined the company as Executive Vice President - Operations in 2009. Prior to joining Mosaic, Mr. O’Rourke was President, Australia Pacific for Barrick Gold Corporation, the largest gold producer in Australia, where he was responsible for the Australia Pacific Business Unit consisting of ten gold and copper mines in Australia and Papua New Guinea. Before that, Mr. O’Rourke held various management, engineering and other roles in the mining industry in Canada and Australia. He holds a bachelor’s degree in mining and mineral engineering from the University of British Columbia, and a master’s degree in business administration from INSEAD in Fontainebleau, France.
About The Mosaic Company
The Mosaic Company is one of the world's leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single source provider of phosphate and potash fertilizers and feed ingredients for the global agriculture industry. More information on the Company is available at www.mosaicco.com.
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