Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2012




(Exact name of registrant as specified in its charter)




Delaware   001-32327   20-0891589

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


3033 Campus Drive

Suite E490

Plymouth, Minnesota

(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 19, 2012, the Board of Directors of The Mosaic Company (the “Company”) approved certain amendments to Article I, Sections 1.7 and1.8, and to Article II, Section 2.2, of, and added a new section, Article II, Section 2.13, to, the Company’s Bylaws (the “Bylaws”) to change the vote standard for the election of directors from plurality to a majority of votes cast in uncontested elections. A majority of the votes cast means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director. In contested elections, the vote standard will continue to be a plurality of votes cast. In addition, the Board approved an amendment to Article II, Section 2.12, of the Bylaws to provide that director nominees proposed by stockholders must deliver a statement that, if elected, they agree to tender an irrevocable resignation, in accordance with the Company’s Corporate Governance Guidelines that are applicable to all director nominees, upon failure to receive the required vote in a subsequent election.

The preceding is qualified in its entirety by reference to the Company’s amended and restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits


(d) Exhibits.

Reference is made to the Exhibit Index hereto with respect to the exhibit filed herewith.


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.



Date: July 25, 2012

  By:   /s/ Richard L. Mack
  Name:   Richard L. Mack
  Title:   Executive Vice President, General
    Counsel and Corporate Secretary



Exhibit No.



3.1    Amended and Restated Bylaws