Business Context and Reporting Period
This Form 8-K Current Report was filed by The Mosaic Company on December 14, 2007. The filing addresses corporate governance changes, specifically the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figure disclosed relates to director compensation: a prorated grant of restricted stock units valued at $32,500 for the new appointee.
Material Changes
On December 14, 2007, the Board appointed James L. Popowich as a director. This appointment fills a vacancy created by the resignation of Bernard M. Michel, effective August 14, 2007. Mr. Popowich was appointed as an "IMC Director" pursuant to an Investor Rights Agreement between Cargill and Mosaic. He was also appointed to the Environmental, Health and Safety Committee and the Special Transactions Committee.
Guidance, Outlook, and Governance Structure
The filing details the governance structure mandated by the Investor Rights Agreement, which dictates the composition of the Board through October 22, 2008. The Board is required to consist of:
- Seven directors designated by Cargill.
- Four IMC Directors.
- One independent director approved by the Corporate Governance and Nominating Committee and a majority of IMC Directors.
- Additional directors as permitted by bylaws.
The agreement also stipulates that at least three of the four IMC Directors must be "nonassociated" (independent) directors. The Corporate Governance and Nominating Committee is required to include at least two Cargill Directors and two IMC Directors.
Key Facts for Investor Verification
- James L. Popowich was appointed to replace Bernard M. Michel as an IMC Director.
- The appointment is governed by an Investor Rights Agreement with Cargill, Inc.
- Mr. Popowich received a prorated restricted stock unit grant valued at $32,500.
- The filing contains no operational or financial results for the period.