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): April 11, 2013
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-32327 | 20-0891589 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3033 Campus Drive Suite E490 Plymouth, Minnesota | 55441 | |
| (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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Resignation of Director
On December 31, 2012, Phyllis E. Cochran, a member of the Board of Directors (the “Board”) of The Mosaic Company (the “Company”), resigned as President and Chief Executive Officer of Navistar Financial Corporation. In accordance with the Company’s Corporate Governance Guidelines, which provide that a non-employee director submit his or her resignation upon a material change in employment, Ms. Cochran submitted her resignation to the Board. After due consideration, on April 11, 2013, the Board accepted Ms. Cochran’s resignation effective as of the date of the Company’s 2013 Annual Meeting of Stockholders, currently anticipated to be in October, 2013.
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: April 17, 2013 | By: | /s/ Richard L. Mack | ||||
| Name: | Richard L. Mack | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||