Mosaic (MOS) shareholders back board, KPMG and Say-on-Pay at 2026 meeting

Rhea-AI Filing Summary

The Mosaic Company reported results from its 2026 Annual Meeting of Stockholders. Stockholders elected twelve directors, each to serve a one-year term ending at the 2027 annual meeting or until a successor is elected and qualified.

Stockholders also ratified the appointment of KPMG LLP as Mosaic’s independent registered public accounting firm for the year ending December 31, 2026. In addition, they approved, on an advisory basis, the Say-on-Pay proposal covering compensation for Mosaic’s named executive officers, as described in the proxy statement for the meeting.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Highest director “For” votes: 238,341,139 votes Lowest director “For” votes: 228,672,894 votes Auditor ratification For votes: 263,175,342 votes +4 more

7 metrics

Highest director “For” votes 238,341,139 votes Kathleen M. Shanahan director election

Lowest director “For” votes 228,672,894 votes Timothy S. Gitzel director election

Auditor ratification For votes 263,175,342 votes KPMG LLP ratified for year ending December 31, 2026

Auditor ratification Against votes 6,331,482 votes KPMG LLP ratification

Say-on-Pay For votes 230,216,606 votes Advisory approval of Named Executive Officer compensation

Say-on-Pay Against votes 8,793,975 votes Advisory compensation proposal

Broker non-votes on Say-on-Pay 30,247,475 votes Advisory compensation proposal

Key Terms

Say-on-Pay Advisory Proposal, independent registered public accounting firm, broker non-votes, Named Executive Officers

4 terms

Say-on-Pay Advisory Proposal financial

"approved, on an advisory basis, the compensation of Mosaic’s Named Executive Officers ... (the “Say-on-Pay Advisory Proposal”)"

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the independent registered public accounting firm to audit Mosaic’s financial statements"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Director Name | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Named Executive Officers financial

"compensation of Mosaic’s Named Executive Officers, as described in the Compensation Discussion and Analysis section"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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Understanding 8-K Material Events →

MOSAIC CO0001285785false00012857852026-05-292026-05-29

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 29, 2026

THE MOSAIC COMPANY

(Exact name of registrant as specified in its charter)

DE

001-32327

20-1026454

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

101 East Kennedy Blvd.						33602
Suite 2500
Tampa,			FL
(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
Common Stock, par value $0.01 per share						MOS			NYSE
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 5.07. Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting of Stockholders ("Annual Meeting"), The Mosaic Company ("Mosaic") stockholders (i) elected twelve directors (Cheryl K. Beebe, Bruce M. Bodine, Gregory L. Ebel, Timothy S. Gitzel, Emery N. Koenig, Jody L. Kuzenko, Sonya C. Little, David T. Seaton, Kathleen M. Shanahan, João Roberto Gonçalves Teixeira, Gretchen H. Watkins and Kelvin R. Westbrook), each for a term of one year expiring at the next annual meeting of stockholders in 2027 or until their respective successors have been duly elected and qualified; (ii) 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, 2026; and (iii) 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 each director elected for a term of one year expiring in 2027 are summarized as follows:

Director Name						For						Against						Abstain						Broker Non-Votes
Cheryl K. Beebe						233,871,564						5,141,511						466,292						30,247,475
Bruce M. Bodine						237,384,105						1,811,300						283,962						30,247,475
Gregory L. Ebel						229,369,797						9,803,862						305,708						30,247,475
Timothy S. Gitzel						228,672,894						10,520,396						286,077						30,247,475
Emery N. Koenig						232,663,737						6,552,727						262,903						30,247,475
Jody L. Kuzenko						237,392,780						1,802,221						284,366						30,247,475
Sonya C. LIttle						238,321,159						862,375						295,833						30,247,475
David T. Seaton						234,696,659						4,473,062						309,646						30,247,475
Kathleen M. Shanahan						238,341,139						848,208						290,020						30,247,475
João Roberto Gonçalves Teixeira						238,213,867						982,289						283,211						30,247,475
Gretchen H. Watkins						237,636,512						1,566,639						276,216						30,247,475
Kelvin R. Westbrook						232,037,111						7,190,014						252,242						30,247,475

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, 2026 are summarized as follows:

For						Against						Abstained						Broker Non-Votes
263,175,342						6,331,482						220,018						-

The votes cast with respect to approval, on an advisory basis, of the Say-on-Pay Advisory Proposal are summarized as follows:

For						Against						Abstained						Broker Non-Votes
230,216,606						8,793,975						468,786						30,247,475

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
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: May 29, 2026

By:

/s/ Philip E. Bauer

Name:

Philip E. Bauer

Title:

Senior Vice President, General Counsel

and Corporate Secretary

FAQ

What did Mosaic (MOS) stockholders approve at the 2026 Annual Meeting?

Mosaic stockholders elected twelve directors for one-year terms, ratified KPMG LLP as independent auditor for 2026, and approved the advisory Say-on-Pay proposal on executive compensation, as described in the company’s proxy statement for the Annual Meeting.

Who was elected to The Mosaic Company (MOS) board at the 2026 meeting?

Twelve directors were elected: Cheryl K. Beebe, Bruce M. Bodine, Gregory L. Ebel, Timothy S. Gitzel, Emery N. Koenig, Jody L. Kuzenko, Sonya C. Little, David T. Seaton, Kathleen M. Shanahan, João Roberto Gonçalves Teixeira, Gretchen H. Watkins and Kelvin R. Westbrook.

Which auditor did Mosaic (MOS) stockholders ratify for 2026?

Stockholders ratified KPMG LLP as Mosaic’s independent registered public accounting firm to audit consolidated financial statements for the year ending December 31, 2026, confirming KPMG’s role in reviewing the company’s financial reporting for that fiscal year.

How did Mosaic (MOS) stockholders vote on the Say-on-Pay proposal?

For the advisory Say-on-Pay proposal, 230,216,606 votes were cast in favor, 8,793,975 against, and 468,786 abstained, with 30,247,475 broker non-votes, indicating overall approval of compensation for Mosaic’s named executive officers as described in the proxy statement.

What were typical director vote totals at Mosaic’s 2026 Annual Meeting?

Director support levels were high, with individual nominees generally receiving over 229 million votes “For.” For example, Cheryl K. Beebe received 233,871,564 votes for and 5,141,511 against, along with 466,292 abstentions and 30,247,475 broker non-votes recorded.

Where is The Mosaic Company (MOS) headquartered according to this filing?

The Mosaic Company’s principal executive offices are located at 101 East Kennedy Blvd., Suite 2500, Tampa, Florida 33602. This address is used for corporate and investor communications as reflected in the company’s Exchange Act reporting materials.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB