Nutrien Ltd 6-K, filed May 7, 2020
Nutrien Ltd. (NTR)
About this 6-K
Nutrien Ltd filed this 6-K on May 7, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Section 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of: May, 2020
Commission File Number: 001-38336
NUTRIEN LTD.
(Name of registrant)
Suite 500, 122 – 1st Avenue South
Saskatoon, Saskatchewan
S7K 7G3 Canada
(Address of principal executive office)
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): ☐
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: May 6, 2020 | By: | /s/ Robert A. Kirkpatrick | ||||
| Name: | Robert A. Kirkpatrick | |||||
| Title: | SVP & Corporate Secretary | |||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | News Release dated May 6, 2020 | |
| 99.2 | Report of Voting Results | |
Exhibit 99.1
|
News Release | |
| NYSE, TSX: NTR |
May 6, 2020
Nutrien Shareholders Vote in line with Management’s
Recommendations for All Resolutions
Saskatoon, Saskatchewan – Nutrien Ltd. (TSX and NYSE: NTR) announced today the results of its annual meeting of shareholders held on May 6, 2020 (the “Meeting”). A total of 436,867,210 common shares, representing 76.76% of common shares outstanding, were represented at the Meeting.
“We are pleased to have successfully completed our first virtual only annual meeting and want to thank our shareholders for participating,” said Mayo Schmidt, Chair of the Board of Directors. “The Meeting also marked the retirement of John W. Estey from the Board after having served as a director of Nutrien and its predecessors since 2003. In addition to his valued service prior to the formation of Nutrien, John has chaired Nutrien’s Safety & Sustainability Committee (formerly the Safety, Health, Environment + Security Committee) since its inception providing leading oversight as these topics have become increasingly prominent for Nutrien and its stakeholders. We thank John for his many contributions and wish him the best.”
Results of the matters voted on at the Meeting are set out below.
Election of Directors
Nutrien’s 11 director nominees were elected:
| Votes For (percent) |
Votes Withheld (percent) | |||
| Christopher M. Burley | 98.86% | 1.14% | ||
| Maura J. Clark | 98.91% | 1.09% | ||
| David C. Everitt | 95.85% | 4.15% | ||
| Russell K. Girling | 98.87% | 1.13% | ||
| Miranda C. Hubbs | 99.64% | 0.36% | ||
| Alice D. Laberge | 98.77% | 1.23% | ||
| Consuelo E. Madere | 99.58% | 0.42% | ||
| Charles V. Magro | 98.88% | 1.12% | ||
| Keith G. Martell | 98.20% | 1.80% | ||
| Aaron W. Regent | 88.81% | 11.19% | ||
| Mayo M. Schmidt | 98.99% | 1.01% |
Appointment of Auditors
KPMG LLP, Chartered Accountants, was re-appointed as auditor of Nutrien.
Votes For (percent): 99.37%
Votes Withheld (percent): 0.63%
Advisory Vote on Executive Compensation
A non-binding advisory vote to accept Nutrien’s approach to executive compensation was approved.
Votes For (percent): 92.21%
Votes Against (percent): 7.79%
Full voting results on all matters voted on at the Meeting will be filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
About Nutrien
Nutrien is the world’s largest provider of crop inputs and services, playing a critical role in helping growers increase food production in a sustainable manner. We produce and distribute 25 million tonnes of potash, nitrogen and phosphate products world-wide. With this capability and our leading agriculture retail network, we are well positioned to supply the needs of our customers. We operate with a long-term view and are committed to working with our stakeholders as we address our economic, environmental and social priorities. The scale and diversity of our integrated portfolio provides a stable earnings base, multiple avenues for growth and the opportunity to return capital to shareholders.
FOR FURTHER INFORMATION:
Investor Relations:
Richard Downey
Vice President, Investor Relations
(403) 225-7357
Tim Mizuno
Senior Manager, Investor Relations
(306) 933-8548
Media Relations:
Will Tigley
Manager, Communications – CEO and Corporate Functions
(403) 225-7310
Contact us at: www.nutrien.com
2
Exhibit 99.2
NUTRIEN LTD.
Report of Voting Results
Submitted Pursuant to
Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations
May 6, 2020
This report is submitted for and on behalf of Nutrien Ltd. (the “Corporation”) in respect of its annual meeting (the “Meeting”) of shareholders (“Shareholders”) held on May 6, 2020.
At the Meeting, Shareholders voted by ballot on the following matters:
| (a) | The election of each of the following proposed director nominees with the results of voting set forth opposite the name of each nominee: |
| Votes For |
Votes Withheld | |||
| Christopher M. Burley | 402,976,533/98.86% | 4,667,183/1.14% | ||
| Maura J. Clark | 403,211,443/98.91% |
4,432,273/1.09% | ||
| David C. Everitt | 390,738,929/95.85% |
16,904,787/4.15% | ||
| Russell K. Girling | 403,044,703/98.87% |
4,599,013/1.13% | ||
| Miranda C. Hubbs | 406,164,863/99.64% |
1,478,853/0.36% | ||
| Alice D. Laberge | 402,615,102/98.77% |
5,028,614/1.23% | ||
| Consuelo E. Madere | 405,927,553/99.58% |
1,716,163/0.42% | ||
| Charles V. Magro | 403,069,611/98.88% |
4,574,105/1.12% | ||
| Keith G. Martell | 400,292,885/98.20% |
7,350,831/1.80% | ||
| Aaron W. Regent | 362,009,028/88.81% |
45,634,688/11.19% | ||
| Mayo M. Schmidt | 403,529,635/98.99% |
4,114,081/1.01% |
| (b) | The re-appointment of KPMG LLP, Chartered Accountants, as auditor of the Corporation. The results of the vote were: 434,094,168 votes “For” (99.37%) and 2,773,042 votes “Withheld” (0.63%). |
| (c) | A non-binding advisory vote to accept the Corporation’s approach to executive compensation. The results of the vote were: 375,884,211 votes “For” (92.21%) and 31,759,492 votes “Against” (7.79%). |