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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On May 19, 2016, at the Annual Meeting of Stockholders (the “Annual Meeting”) of The Mosaic Company, a Delaware corporation (“Mosaic”), stockholders approved amendments to Mosaic’s Certificate of Incorporation to (i) delete references to the transition process from a classified board to a fully declassified board and to permit Mosaic's stockholders to remove any director with or without cause ("Classified Board Amendment Proposal"); and (ii) eliminate authorized Class A and Class B Common Stock and to decrease the total number of authorized shares of capital stock ("Reduction in Authorized Share Proposal").
As a result of such approval of the Classified Board Amendment Proposal, certain amendments, approved by the Board of Directors (the "Board"), to Article II, Section 2.3, of Mosaic’s Bylaws (the “Bylaws”) to reflect that directors may be removed from the Board, at any time, with or without cause, also became effective at the close of the Annual Meeting.
The preceding is qualified in its entirety by reference to the copies of Mosaic's Restated Certificate of Incorporation and Amended and Restated Bylaws, each of which is effective May 19, 2016, attached hereto as Exhibits 3.i and 3.ii, respectively, and incorporated herein by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting, Mosaic stockholders (i) approved the Classified Board Amendment Proposal and the Reduction in Authorized Share Proposal; (ii) elected eleven 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 and Steven M. Seibert), each for a term of one year expiring in 2017 or until their respective successors have been duly elected and qualified; (iii) 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, 2016; and (iv) 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 the Classified Board Amendment Proposal are summarized as follows:
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For
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Against
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Abstained
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Broker Non-Votes
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297,879,320
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702,511
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1,389,932
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—
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The votes cast with respect to the Reduction in Authorized Share Proposal are summarized as follows:
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For
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Against
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Abstained
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Broker Non-Votes
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298,069,832
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535,932
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1,365,999
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—
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The votes cast with respect to each director elected for a term of one year expiring in 2015 are summarized as follows:
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Director Name
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For
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Against
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Abstain
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Broker
Non-Votes
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Nancy E. Cooper
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254,956,547
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2,004,273
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158,014
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42,852,929
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Gregory L. Ebel
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248,307,737
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8,660,134
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150,963
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42,852,929
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Timothy S. Gitzel
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255,103,453
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1,862,061
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153,320
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42,852,929
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Denise C. Johnson
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254,955,035
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2,007,264
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156,535
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42,852,929
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Emery N. Koenig
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232,737,502
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20,344,592
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4,036,740
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42,852,929
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Robert L. Lumpkins
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253,106,913
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3,840,964
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170,957
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42,852,929
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William T. Monahan
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253,991,795
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2,976,129
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150,910
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42,852,929
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James ("Joc") C. O'Rourke
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254,675,001
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2,274,785
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169,048
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42,852,929
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James L. Popowich
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254,785,824
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2,172,834
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160,176
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42,852,929
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David T. Seaton
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254,898,688
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2,044,506
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175,640
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42,852,929
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Steven M. Seibert
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254,054,834
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2,901,879
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162,121
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42,852,929
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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, 2016 are summarized as follows:
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For
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Against
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Abstained
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Broker Non-Votes
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291,061,580
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8,638,448
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271,735
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-
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The votes cast with respect to approval, on an advisory basis, of the Say-on-Pay Advisory Proposal are summarized as follows:
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For
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Against
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Abstained
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Broker Non-Votes
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247,580,461
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8,998,998
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539,375
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42,852,929
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