6-K
Nutrien Ltd. (NTR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report ofForeign Issuer
Pursuant to Section 13a-16 or15d-16
of the Securities Exchange Act of 1934
For the month of: April, 2021
Commission File Number: 001-38336
NUTRIEN LTD.
(Name ofregistrant)
Suite 500, 122 – 1st Avenue South
Saskatoon, Saskatchewan
S7K 7G3 Canada
(Addressof principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exhibit 99.1 to this report on Form 6-K shall be incorporated by reference into and as an exhibit to the registrant’s Registration Statements on Form S-8 (File Nos. 333-222384, 333-222385 and 333-226295) and on Form F-10 (File No. 333-237068) under the Securities Act of 1933, as amended.
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, thereunto duly authorized.
| NUTRIEN LTD. | ||
|---|---|---|
| Date: April 26, 2021 | By: | /s/ Robert A. Kirkpatrick |
| Name: | Robert A. Kirkpatrick | |
| Title: | SVP & Corporate Secretary |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Material Change Report (Form 51-102F3) dated April 26, 2021 |
EX-99.1
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
1. Name and Address of Company
Nutrien Ltd. (“Nutrien”)
122 - 1st Avenue South, Suite 500
Saskatoon, Saskatchewan, S7K 7G3
2. Date of Material Change
April 18, 2021
3. News Release
A news release disclosing the material change was issued by Nutrien on April 18, 2021 and disseminated through the facilities of Business Wire. A copy of the news release was filed on SEDAR with the securities regulatory authorities in each of the provinces of Canada.
4. Summary of Material Change
On April 18, 2021, Nutrien announced that the board of directors of Nutrien (the “Board”) had appointed Mr. Mayo M. Schmidt as the President and Chief Executive Officer of Nutrien, effective immediately. Mr. Schmidt succeeded Mr. Chuck Magro, who has also resigned as the director of Nutrien.
Nutrien also announced that the Board had appointed Mr. Russell K. Girling as the new Chair of the Board.
5. Full Description of Material Change
5.1 Full Description of Material Change
On April 18, 2021, Nutrien announced that the Board had appointed Mr. Schmidt as the President and Chief Executive Officer of Nutrien, effective immediately. Mr. Schmidt joined the board of directors of Agrium Inc., Nutrien’s predecessor, in 2012 and has served as the Chair of the Board of Nutrien since May 2019. Mr. Schmidt previously served as the President and Chief Executive Officer of Viterra Inc., a Canadian agri-business company, and Hydro One Limited, a Canadian utility company.
Mr. Schmidt succeeded Mr. Magro, who has also resigned from his position on the Board. Mr. Magro will be available to provide transition consulting services to Nutrien until May 16, 2021.
Nutrien also announced that the Board had appointed Mr. Russell K. Girling as the new Chair of the Board. Mr. Girling has served on the Board since January 2018 and was formerly the President and Chief Executive Officer of TC Energy Corporation.
With Mr. Magro’s resignation, the Board has reduced the number of directors from 12 to 11. The 11 other directors identified in Nutrien’s management proxy circular dated March 29, 2021 will stand for election at the Annual Meeting of Shareholders scheduled for May 17, 2021.
5.2 Disclosure for Restructuring Transactions
Not applicable.
6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
7. Omitted Information
Not applicable.
8. Executive Officer
For further information, please contact Michael Webb, Executive Vice President and Chief Human Resources and Administrative Officer, at (403) 225-7000.
9. Date of Report
April 26, 2021
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