8-K

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): January 31, 2018

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.)

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)(c)(e) On January 31, 2018, The Mosaic Company (“Mosaic”) announced that Richard L. Mack, Mosaic's Executive Vice President and Chief Financial Officer and its designated principal accounting officer, will be leaving Mosaic effective May 31, 2018. Effective January 31, 2018 he is no longer serving in his prior roles and has been appointed to the position of Senior Advisor through May 31, 2018. Mr. Mack’s departure is not related to any issues regarding the integrity of Mosaic’s financial statements or accounting policies and practices. Mr. Mack has agreed to continue to provide leadership and oversight with respect to Mosaic's Streamsong Resort®, first in his role as Senior Advisor and from June 1, 2018 through 2019 pursuant to a management services agreement with Mosaic.

Anthony T. Brausen, previously Mosaic's Vice President - Finance, has been appointed to serve as Mosaic's Senior Vice President - Finance and interim Chief Financial Officer effective January 31, 2018. He has also been designated as of that date as Mosaic's principal accounting officer.

Mr. Brausen, 58, has served as Mosaic’s Vice President - Finance since June 8, 2016. Prior to that time he served as Senior Vice President-Finance and Chief Accounting Officer since his appointment in December 2011. As Vice President - Finance, his responsibilities included Mosaic’s business unit finance, accounting, financial planning and analysis, information technology and financial reporting activities. Previously, as Senior Vice President - Finance and Chief Accounting Officer, his responsibilities included global accounting, financial planning and analysis, financial reporting, treasury, tax, internal audit (formally, risk advisory and assurance) and information technology. Prior to his December 2011 appointment, Mr. Brausen served as Vice President-Finance and Chief Accounting Officer since April 2006. Prior to joining Mosaic as an employee in February 2006, Mr. Brausen had been Vice President and Chief Financial Officer of Tennant Company, a designer, manufacturer and marketer of floor maintenance and outdoor cleaning equipment, chemical-free cleaning technologies, specialty surface coatings and related products, since March 2000. From 1989-2000, Mr. Brausen held several financial management positions, including Vice President and Treasurer, Assistant Controller and Director of Investor Relations, with International Multifoods Corporation, a diversified publicly-traded food processor and distributor. From 1981-1989, Mr. Brausen held various positions with KPMG LLP.

While Mr. Brausen previously notified Mosaic of his plans to retire in July 2019, we are currently in discussions with him regarding his compensation and tenure in connection with the change in his role. Once a new chief financial officer is brought in, Mr. Brausen has agreed to provide support and transition assistance to that individual through at least July 2019.

Any new or modified compensatory or severance arrangements that we enter into will be reported as required under applicable Securities and Exchange Commission rules and regulations.

The Compensation Committee of Mosaic’s Board of Directors has authorized Mosaic to enter into a separation agreement (the “Separation Agreement”) with Mr. Mack and terminate his existing Senior Management Severance and Change in Control Agreement, dated as of April 1, 2017, the form of which is filed as Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, as supplemented by a letter from Mosaic dated June 30, 2017 in the form of Exhibit 10.iii.d.2 to Mosaic’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. The Separation Agreement will provide that during the period from January 31, 2018 through May 31, 2018 (the “Separation Date”), Mr. Mack will continue to receive his current base salary and will confirm that Mr. Mack's bonus under Mosaic’s Management Incentive Plan for 2017 will be determined and paid in the ordinary course at the same time as other eligible employees are paid their bonuses. The Separation Agreement will also provide that in connection with the termination of his employment Mr. Mack is entitled to:

• a payment of $1,736,100;

• a payment of $1,500,000 in recognition of his past service to Mosaic, including in connection with the completion of Mosaic's acquisition of the global phosphate and potash operations of Vale S.A. conducted through Vale Fertilizantes S.A.;

• a payment of $214,000 in lieu of receiving a bonus under Mosaic's 2018 Management Incentive Plan;

• the ability to exercise his outstanding nonqualified stock options for a period of 60 months following the Separation Date with continued vesting of his outstanding and unvested options through their scheduled vesting dates;

• health and dental benefits for up to a year;

• executive level outplacement services; and

• compensation for unused vacation.

The Separation Agreement will also include Mr. Mack’s agreement not to (1) disclose confidential information of Mosaic, and (2) for a period of 12 months following the Separation Date, (a) solicit our customers, dealers, employees and suppliers, or interfere with our business relationships, or (b) compete with us. In addition, Mr. Mack will be required to sign a full and complete release of all claims against Mosaic as a condition to receipt of the items listed above.

The Compensation Committee has also authorized Mosaic to enter into a management services agreement (the "Management Services Agreement") with Mr. Mack with a term beginning June 1, 2018 and continuing through December 31, 2019, unless renewed by the parties. Under the Management Services Agreement Mr. Mack will receive $25,000 per month during its term, plus agreed reimbursable expenses, in exchange for his agreement to provide professional management services relating to the operation and development of Mosaic's Streamsong Resort®.

Item 7.01. Regulation FD Disclosure.

The following information is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing:

On January 31, 2018, Mosaic issued a press release announcing Mr. Mack’s departure and Mr. Brausen’s new role with Mosaic. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release of The Mosaic Company, dated January 31, 2018

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: January 31, 2018	By:	/s/ Mark J. Isaacson
	Name:	Mark J. Isaacson
	Title:	Senior Vice President, General Counsel
		and Corporate Secretary

EX-99.1

Exhibit 99.1

The Mosaic Company 3033 Campus Drive, Suite E490 Plymouth, MN 55441 www.mosaicco.com

FOR IMMEDIATE RELEASE

Media Ben Pratt The Mosaic Company 763-577-6102 ben.pratt@mosaicco.com Investors Laura Gagnon The Mosaic Company 763-577-8213 investor@mosaicco.com

THE MOSAIC COMPANY ANNOUNCES

SENIOR LEADERSHIP CHANGE

PLYMOUTH, MN, January 31, 2018 - The Mosaic Company (NYSE: MOS) announced today that Rich Mack will step down from his position as Executive Vice President and Chief Financial Officer, and leave the company in May of 2018.

Anthony T. “Tony” Brausen will serve as Senior Vice President - Finance and interim CFO, effective immediately, until the position is filled permanently. He will also serve as the Company’s designated principal accounting officer. Tony has led Mosaic’s accounting, financial analysis and reporting, treasury, tax, information technology and business unit finance teams.

“On behalf of Mosaic’s Board of Directors and our Senior Leadership Team, I would like to thank Rich for his 24 years of dedicated service and his contribution to many aspects of the company, from his Cargill years prior to Mosaic’s formation through the very promising Vale Fertilizantes acquisition,” said Joc O’Rourke, President and CEO. “Rich advanced many strategic initiatives for Mosaic and conducted himself and led the CFO organization with the highest ethical standards and integrity. Rich has a broad network and is well respected at Mosaic and by outside constituents. We wish him all the best in his future endeavors.

“We are pleased to have Tony serve as interim CFO, and he will continue in an advisory capacity to the permanent CFO.

“Rich has agreed to continue to provide leadership and oversight of Mosaic’s investment in Streamsong Resort® through 2019, as an employee through May 2018 and then pursuant to a management services agreement.  During this period, Rich will continue to focus on the ramp up of the resort to its full potential.  Rich was the vision and driving force behind this innovative investment, an investment that has grown from an idea to a world-renowned golf destination and resort.  Rich’s passion and commitment to Streamsong will bring continuity and success to the resort.

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About The Mosaic Company

The Mosaic Company is one of the world's leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single source provider of phosphate and potash fertilizers and feed ingredients for the global agriculture industry. More information on the Company is available at www.mosaicco.com.

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This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the anticipated benefits and synergies of our acquisition of the global phosphate and potash operations of Vale S.A. conducted through Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A.) (the “Transaction”), other proposed or pending future transactions or strategic plans and other statements about future financial and operating results. Such statements are based upon the current beliefs and expectations of The Mosaic Company’s management and are subject to significant risks and uncertainties. These risks and uncertainties include, but are not limited to: difficulties with realization of the benefits and synergies of the Transaction, including the risks that the acquired business may not be integrated successfully or that the anticipated synergies or cost or capital expenditure savings from the Transaction may not be fully realized or may take longer to realize than expected, including because of political and economic instability in Brazil or changes in government policy in Brazil; the predictability and volatility of, and customer expectations about, agriculture, fertilizer, raw material, energy and transportation markets that are subject to competitive and other pressures and economic and credit market conditions; the level of inventories in the distribution channels for crop nutrients; the effect of future product innovations or development of new technologies on demand for our products; changes in foreign currency and exchange rates; international trade risks and other risks associated with Mosaic’s international operations and those of joint ventures in which Mosaic participates, including the performance of the Wa’ad Al Shamal Phosphate Company (also known as MWSPC), the ability of MWSPC to obtain additional planned funding in acceptable amounts and upon acceptable terms, the timely development and commencement of operations of production facilities in the Kingdom of Saudi Arabia, and the future success of current plans for MWSPC and any future changes in those plans; the risk that protests against natural resource companies in Peru extend to or impact the Miski Mayo mine, which is operated by an entity in which we are the majority owner; difficulties with realization of the benefits of our long term natural gas based pricing ammonia supply agreement with CF Industries, Inc., including the risk that the cost savings initially anticipated from the agreement may not be fully realized over its term or that the price of natural gas or ammonia during the term are at levels at which the pricing is disadvantageous to Mosaic; customer defaults; the effects of Mosaic’s decisions to exit business operations or locations; changes in government policy; changes in environmental and other governmental regulation, including expansion of the types and extent of water resources regulated under federal law, carbon taxes or other greenhouse gas regulation, implementation of numeric water quality standards for the discharge of nutrients into Florida waterways or efforts to reduce the flow of excess nutrients into the Mississippi River basin, the Gulf of Mexico or elsewhere; further developments in judicial or administrative proceedings, or complaints that Mosaic’s operations are adversely impacting nearby farms, business operations or properties; difficulties or delays in receiving, increased costs of or challenges to necessary governmental permits or approvals or increased financial assurance requirements; resolution

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of global tax audit activity; the effectiveness of Mosaic’s processes for managing its strategic priorities; adverse weather conditions affecting operations in Central Florida, the Mississippi River basin, the Gulf Coast of the United States, Canada or Brazil, and including potential hurricanes, excess heat, cold, snow, rainfall or drought; actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental regulation, Canadian resources taxes and royalties, or the costs of the MWSPC, its existing or future funding and Mosaic’s commitments in support of such funding; reduction of Mosaic’s available cash and liquidity, and increased leverage, due to its use of cash and/or available debt capacity to fund financial assurance requirements and strategic investments; brine inflows at Mosaic’s Esterhazy, Saskatchewan, potash mine or other potash shaft mines; other accidents and disruptions involving Mosaic’s operations, including potential mine fires, floods, explosions, seismic events, sinkholes or releases of hazardous or volatile chemicals; and risks associated with cyber security, including reputational loss; as well as other risks and uncertainties reported from time to time in The Mosaic Company’s reports filed with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements.

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