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): March 5, 2020
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-32327 | 20-1026454 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
101 East Kennedy Boulevard | 33602 | |
Suite 2500 | ||
Tampa, | Florida | |
(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 | New York Stock Exchange | |
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 5, 2020, the Board of Directors of The Mosaic Company (the “Company”) amended and restated the Company’s Bylaws (the “Restated Bylaws”) to (i) permit the holders of a majority of outstanding shares to call a special meeting; and (ii) clarify provisions relating to the Company's stock certificates to make it clear that shares of the Company's stock may be either certificated, uncertificated or a combination thereof. Section 1.2 of the Restated Bylaws permits a stockholder, or a group of stockholders, owning twenty-five percent (25%) or more "net long position," as defined in the Restated Bylaws, of the Company’s outstanding stock, to call a special meeting of stockholders, provided that such stockholder(s) satisfy the requirements set forth in the Restated Bylaws.
Sections 5.1 of the Restated Bylaws provide for shares of the Company to be either certificated shares or uncertificated shares or a combination thereof ("Uncertificated Share Amendment"). The Restated Bylaws also make certain clarifications and updates to Section 5.2 to accommodate the Uncertificated Share Amendment.
The foregoing summary is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
3.1 |
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: March 6, 2020 | By: | /s/ Mark J. Isaacson | |||||
Name: | Mark J. Isaacson | ||||||
Title: | Senior Vice President, General Counsel | ||||||
and Corporate Secretary |