Business Context and Reporting Period
This Form 8-K filing by The Mosaic Company (MOSAIC CO) reports on events occurring on December 9, 2009. The report details compensatory arrangements for Named Executive Officers (NEOs) and other employees related to a special dividend paid on December 3, 2009.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed pertains to specific cash payments made to executives.
- Special Dividend: $1.30 per share of common stock paid on December 3, 2009.
- Anti-Dilution Payment Rate: $1.30 cash per share of common stock subject to outstanding stock options or Restricted Stock Units (RSUs).
Material Changes
The material change reported is the approval of anti-dilution payments to offset the impact of the special dividend on employee equity incentives. These payments are made in lieu of other anti-dilution adjustments under the Company's 2004 Omnibus Stock and Incentive Plan.
Management Commentary and Unusual Items
The Compensation Committee approved cash payments to employees (excluding the CEO and President initially, who were covered by a separate November 10 approval) holding stock options or RSUs. Payments for unvested awards will be made in the year the awards vest. The filing explicitly excludes RSUs granted in 2008 and 2009 that already include dividend equivalent rights from these payments.
Payments to Named Executive Officers
| Name | Title | Immediate Payment | 2010 Payment | 2011 Payment | 2012 Payment | Total |
|---|---|---|---|---|---|---|
| James T. Prokopanko | CEO and President | $365,018 | $164,241 | $30,976 | $20,835 | $581,070 |
| Lawrence W. Stranghoener | EVP and CFO | $256,699 | $34,198 | $9,420 | $6,252 | $306,568 |
| Richard L. Mack | EVP, General Counsel | $154,476 | $25,750 | $6,806 | $4,428 | $191,457 |
| Norman B. Beug | SVP - Potash Operations | $158,361 | $24,393 | $5,446 | $3,387 | $191,586 |
| Steven L. Pinney | Former SVP - Phosphates | $203,354 | $0 | $0 | $0 | $203,354 |
Investor Verification Checklist
- Verify the total number of outstanding stock options and RSUs held by executives to confirm the calculation of the $1.30 per share payment.
- Confirm the vesting schedules for unvested awards to understand the timing of future cash outflows (2010-2012).
- Review the Company's 2004 Omnibus Stock and Incentive Plan to ensure the anti-dilution payments comply with plan provisions.
- Check subsequent filings to confirm the actual disbursement of the deferred payments listed for 2010, 2011, and 2012.