Mosaic Co 8-K, filed Aug 29, 2023
Mosaic Co (MOS)
8-K
2023-08-29
For: 2023-08-29
View Original
Added on
April 07, 2026
About this 8-K
Mosaic Co filed this 8-K on August 29, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): August 29, 2023
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||||||
| Securities registered pursuant to Section 12(b) of the Act | |||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. | |||||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | |||||||||||
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
(b)(c) On August 29, 2023, The Mosaic Company (“Mosaic”) announced that (i) effective August 29, 2023, James ("Joc") C. O'Rourke resigned as Mosaic’s President; (ii) effective December 31, 2023, Mr. O'Rourke will resign as Mosaic's Chief Executive Officer, and become a Senior Advisor to Mosaic until his planned retirement in mid-2024; (iii) effective on the date of Mr. O'Rourke’s resignation as President of Mosaic, the Board of Directors (“Board”) of Mosaic has elected Bruce M. Bodine, currently Mosaic's Senior Vice President - North America, as President; and (iv) effective as of January 1, 2024, Mosaic has elected Mr. Bodine as Chief Executive Officer. Upon the effectiveness of Mr. Bodine's election as President, he will cease to be Mosaic's Senior Vice President - North America.
Mr. Bodine, age 52, has served as Mosaic's Senior Vice President - North America since April 1, 2020. From January 1, 2019 until his appointment as Senior Vice President - North America, Mr. Bodine was Mosaic's Senior Vice President - Phosphates and also provided executive oversight for the corporate procurement organization from January 1, 2019 through March 31, 2020. Prior to that, Mr. Bodine served as Senior Vice President - Potash (from June 2016 to December 31, 2018); as Vice President - Potash (from April to May 2016); as Vice President - Supply Chain (from August 2015 to March 2016); as Vice President - Operations Business Development (from October 2014 to August 2015); as Vice President - Operations for our Esterhazy and Colonsay potash production facilities (from July 2013 to October 2014); as the General Manager, Esterhazy (from September 2012 to June 2013); and as the General Manager, Four Corners (from March 2010 to August 2012). Before that, Mr. Bodine held various plant and mine development management positions in the Phosphates segment beginning with Mosaic’s formation in 2004. Mr. Bodine also serves as a director of MVM Resources International, B.V., the general partner of Compañia Minera Miski Mayo S.R.L., the joint venture that operates the Miski Mayo phosphate mine in Peru in which Mosaic holds a 75% interest.
At Mosaic’s 2023 annual meeting of stockholders held on May 25. 2023, Mr. O'Rourke was re-elected to the Board for a term of one year expiring at Mosaic’s 2024 annual meeting of stockholders. Mr. O'Rourke has tendered his resignation from the Board effective December 31, 2023. Mr. Bodine will not serve on any committees of the Board.
There has been no change in Mr. Bodine's or Mr. O'Rourke's compensation.
(d) On August 29, 2023, the Board expanded the size of the Board from 11 to 12 seats, and elected Mr. Bodine to fill the newly created vacancy and serve as a director of Mosaic for a term expiring at the 2024 annual meeting of stockholders.
As an employee director, Mr. Bodine 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.
| 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:
On August 29, 2023, Mosaic issued a press release (the "Press Release") relating to the election of Mr. Bodine as its President and to its Board of Directors and the resignation of Mr. O'Rourke. A copy of the Press Release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
| 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 following exhibits 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 they 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.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |||||||
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.
| THE MOSAIC COMPANY | |||||||||||||||||||||||
| Date: August 29, 2023 | By: | /s/ Philip E. Bauer | |||||||||||||||||||||
| Name: | Philip E. Bauer | ||||||||||||||||||||||
| Title: | Senior Vice President, General Counsel | ||||||||||||||||||||||
| and Corporate Secretary | |||||||||||||||||||||||
 | The Mosaic Company 101 E. Kennedy Blvd., Suite 2500 Tampa, FL 33602 www.mosaicco.com | |||||||||||||
Media Ben Pratt The Mosaic Company 813-775-4206 benjamin.pratt@mosaicco.com | Investors Paul Massoud The Mosaic Company 813-775-4260 paul.massoud@mosaicco.com | |||||||||||||
Bruce Bodine to Succeed Joc O’Rourke as President and CEO of The Mosaic Company
TAMPA, FL, August 29, 2023 - The Mosaic Company (NYSE: MOS) today announced that Joc O’Rourke intends to retire and that Mosaic’s Board of Directors has unanimously elected Bruce Bodine, currently SVP – North America, to succeed Mr. O’Rourke as the Company’s Chief Executive Officer on January 1, 2024. Mr. O’Rourke relinquished the title of President effective immediately and will resign as CEO and a member of the Mosaic Board of Directors effective December 31, 2023, after which Mr. O’Rourke will serve as a Senior Advisor until mid-2024. Mr. Bodine has been elected President of the company and a member of the Mosaic Board of Directors effective immediately.
“Joc’s leadership over the past 8 years strengthened Mosaic,” said Greg Ebel, Chairman of Mosaic’s Board of Directors. “The company today is larger, more geographically diverse, more resilient and in excellent financial condition. My fellow directors join me in wishing him all the best as he transitions to a well-deserved retirement. The board has full confidence in Bruce and the other members of Mosaic’s talented Senior Leadership Team. Together they will build on Joc’s legacy of success on behalf of all Mosaic stakeholders.”
“I am proud of Mosaic’s accomplishments over the past decade, and I know Bruce will lead the company to still greater success,” Mr. O’Rourke said. “It has been a tremendous privilege to serve as President and CEO alongside Mosaic’s thousands of exceptionally talented people around the world.”
Mr. Bodine has worked for Mosaic and its predecessor company for many years and held a number of executive roles, including Senior Vice President – Potash, Senior Vice President – Phosphates, and Vice President—Supply
Chain. In his role as SVP – North America he also led the North American Sales team. Additionally, he led the integration of Mosaic’s North America Businesses and currently leads enterprise-wide operations.
“I am grateful for the support of the Mosaic Board of Directors and my extremely talented management team colleagues,” Mr. Bodine said. “Joc’s leadership made Mosaic stronger. We will continue to meet Mosaic’s noble mission—to help the world grow the food it needs—while operating safely and responsibly.”
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.
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements about 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: political and economic instability and changes in government policies in Brazil and other countries in which we have operations; 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; the economic impact and operating impacts of the coronavirus (Covid-19) pandemic, the effect of future product innovations or development of new technologies on demand for our products; 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 performance of the Wa’ad Al Shamal Phosphate Company (also known as MWSPC), the future success of current plans for MWSPC and any future changes in those plans; difficulties with realization of the benefits of our natural gas based pricing ammonia supply agreement with CF Industries, Inc., including the risk that the cost savings initially anticipated from the agreement may not be fully realized over its term or that the price of natural gas or ammonia during the term are at levels at which the pricing is disadvantageous to Mosaic; customer defaults; the effects of Mosaic’s decisions to exit business operations or locations; changes in government policy; changes in environmental and other governmental regulation, including expansion of the types and extent of water resources regulated under federal law, carbon taxes or other 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, Canada or Brazil, 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, or the costs of the MWSPC; reduction of Mosaic’s available cash and liquidity, and increased leverage, due to its use of cash and/or available debt capacity to fund financial assurance requirements and strategic investments; brine inflows at Mosaic’s potash mines; other accidents and disruptions involving Mosaic’s operations, including potential mine fires, floods, explosions, seismic events, sinkholes 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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