AGM 2021

May 20, 2021

Good morning, ladies and gentlemen, and welcome to the Mosaic Company's twenty twenty one Annual Meeting of Stockholders. This meeting is being held virtually. If you are a stockholder and you entered your 16 digit controlled number when joining the virtual meeting, you the ask question box that appears in your computer screen. Your chair for today's meeting is mister Greg Ibel. Mr. Ebel, you may begin. Thank you. Good morning, ladies and gentlemen. I'm Greg Ebel, Chair of the Board of Directors of The Mosaic Company, and I'll be chairing today's meeting. It's my pleasure to take part in this twenty twenty one Annual Meeting of Shareholders of The Mosaic Company and to extend a special welcome to our stockholders who are joining us via the web in our virtual stockholder meeting. We appreciate your support and interest in Mosaic and are pleased you are able to be with us today. This annual meeting is now called to order. The polls are open and will remain open until the conclusion of the remarks later in the meeting from Joc O'Rourke, Mosaic President and Chief Executive Officer. Joining me today are Mr. O'Rourke and Mark Isaacson, Mosaic's Senior Vice President, General Counsel and Corporate Secretary, who will serve as Secretary of this annual meeting. In addition, I would like to take this opportunity to introduce Mosaic's Board of Directors, who are also attending today's annual meeting Cheryl Beebe, retired former Executive Vice President and Chief Financial Officer of The Ingredient, Inc. Oscar P. Bernadis, Managing Partner, Iguaporean Consultera Empreon Domantos Limitada Nancy E. Cooper, retired former Executive Vice President and Chief Financial Officer of CA Inc. Ms. Cooper is not standing for reelection, and I will speak to that a little later in the meeting Timothy S. Gitzel, President and Chief Executive Officer of Cameco Corporation Denise C. Johnson, Group President, Resources Industries Group, Caterpillar Incorporated Emory N. Koenig, retired former Vice Chair, Chief Risk Officer and member of the corporate leadership team of Cargo Incorporated James Joc C. O'Rourke, Mosaic's President and Chief Executive Officer David T. Seaton, Former Chairman and Chief Executive Officer of Fluor Corporation Stephen M. Seibert, Principal of the Seibert Law Firm in St. Petersburg, Florida Luciani Siani Perez, Chief Financial Officer of Vale SA Gretchen Watkins, President of Shell Oil Company and Executive Vice President, Global Shales and Kelvin R. Westbrook, President and Chief Executive Officer of KRW Advisors, LLC. As Chair, I know how dedicated our Board is, and I'd like to express my appreciation to all of our directors for their years of service to Mosaic. I would now like to turn the microphone over to Joc O'Rourke to introduce his senior leadership team. Thank you, Greg. It is my pleasure to introduce Mosaic's senior leadership team, who are also with us at today's annual meeting. We have Clint Freeland, our Senior Vice President and Chief Financial Officer Bruce Bodine, Senior Vice President, North America Mark Isaacson, Senior Vice President, General Counsel and Corporate Secretary Chris Lewis, Senior Vice President, Human Resources Ben Pratt, Senior Vice President, Government and Public Affairs Walt Precourt, Senior Vice President, Strategy and Growth Corinne Ricard, Senior Vice President, Mosaic Fertilizantes and Karen Swagger, Senior Vice President, Supply Chain. Thanks, Jack. We now turn to the formal proceeding of today's meeting, which are governed by the Delaware law and our bylaws. Mark, would you please report to us the number of stockholders present in person or by proxy at this meeting? Thank you, Greg. The appropriate notice of this meeting and proxy materials were first mailed on 04/07/2021 to stockholders of record of Mosaic's common stock on 03/22/2021. A list of stockholders eligible to vote has been available for inspection since 03/31/2021. As of the record date, there were 379,683,359 shares of our common stock outstanding and entitled to vote. Over 80% of Mosaic's common stock is represented today in person or by proxy, and accordingly, a quorum is present. In addition, the necessary affidavit of mailing and the oath of the Inspector of Election have been filed. Thank you, Mark. Now I'd like to briefly review the proposals before the meeting today. The first proposal is the election of directors: Ms. Beebe, Mr. Bernardis, Mr. Gitzel, Ms. Johnson, Mr. Koenig, Mr. O'Rourke, Mr. Seaton, Mr. Ciene Perez, Mr. Seibert, Ms. Watkins and Mr. Westbrook and myself have each been nominated for a one year term ending on the date of the Annual Meeting of Stockholders to be held in 2022. All 12 of these nominations were recommended by the Board of Directors. The second proposal is the ratification of the appointment of KPMG LLP as the Mosaic Company's independent registered public accounting firm for the year ending 12/31/2021, as recommended by the Board of Directors. Bob Slappy and Mike Kopeczki of KPMG are present with us today and will be available to answer questions during the question and answer session at the end of the meeting. The third proposal is a nonbinding say on pay advisory vote on compensation paid to our named executive officers as disclosed in the proxy statement for this meeting. The Board of Directors has recommended that the stockholders approve on an advisory basis the compensation of Mosaic's named executive officers as described in the compensation discussion and analysis section, the compensation tables and the related narrative disclosures in the proxy statement for this annual meeting. The fourth and final proposal is consideration of a stockholder proposal, if properly presented at this meeting. The stockholder proposal regarding adoption of a written consent right was submitted by Mr. Kenneth Steiner. I understand that Mr. Glenn Beatty is on the line with us today and will speak on behalf of Mr. Steiner. Mr. Beatty will have three minutes to present the proposal. And operator, would you please open the line for Mr. Beatty? Hello, can you hear me? I can. Please proceed, Mr. Beatty. Thank you. Proposal four, adopt a mainstream shareholder right. Written consent, Kenneth Steiner. Shareholders request that our Board of Directors take the necessary steps to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. Written consent allows shareholders to approve important matters such as approving new directors that can arise between annual meetings. Written consent can only accomplish something if 67% of the shares that normally vote at our annual meeting give approval. In resisting this proposal, management is opposed to listening to the voice of 67% of shares. Written consent is a super democratic process because if a shareholder does not support the written consent topic, the shareholder does not have to do anything and it counts as an against vote. This is in contrast to a shareholder meeting where shareholder support or shareholder opposition counts for nothing unless a shareholder makes the effort to vote. Plus, with written consent, there is no restriction on the amount of information management can forward to shareholders. According to the 2020 management statement on this topic, Mr. Kevin Westbrook, Chair of the Mosaic Governance Committee seemed to be unaware that written consent could be structured so that all shareholders get notice. A cornerstone of the 2020 management resistance to shareholder written consent was the transparent manner and open discussion of a special shareholder meeting in place of written consent. This has been completely blown out of the water in 2020 with the near extinction of in person shareholder meeting. For instance, the Kohl's annual meeting last week was nine minutes and AT and T would not even let shareholders speak at two consecutive online shareholder meetings. Management promotes the fallacy that shareholders should be complacent about improving management accountability to shareholders with this proposal simply because we have an average list of standard governance practices that a lot of other companies have. Please vote yes, adopt a mainstream shareholder right written consent proposal four. Thank you. Thank you very much for your participation, Mr. Beatty, presentation. The Board of Directors recommends a vote against this stockholder proposal for the reasons set out and forth in our opposition statement included in our proxy statement. We have now reviewed the four proposals before the meeting today. Most of you have returned proxies authorizing the persons named on the proxy card to vote on your behalf. But if you wish to now revoke that proxy or if you wish to vote and did not return your proxy card, please cast your votes electronically if you wish to do so. Before Joc takes the podium to provide a recap of Mosaic's key milestones in 2020, as well as the future outlook for both Mosaic and the crop nutrient industry, I need to take a moment to say that statements made during our meeting today will contain forward looking statements about, among other things, future financial and operating results. These are based upon management's beliefs and expectations as of today and are subject to significant risks and uncertainties. Mosaic's actual results may differ materially from those projected in the forward looking statements. Additional information concerning factors that could cause actual results to differ materially from those shared today is included in our reports filed with the Securities and Exchange Commission. Chuck? Thank you, Greg. Before we begin, I would like to express my hope that all of you and your families are safe and healthy. Today, I will briefly review Mosaic's 2020 and first quarter twenty twenty one performance, our near term outlook and Mosaic's commitment to our communities, employees and shareholders. Let's move on to the presentation. We entered 2020 with optimism. Fertilizer prices were rising in response to strong global demand and higher agricultural commodity prices. When the global pandemic hit and challenged us to quickly adapt to meet our customers' needs and keep our employees safe, we rapidly adapted new technologies for our offices and new procedures to protect our communities and our employees. The 2020 saw both rising optimism and U. S. Phosphate prices reversed with the March arrival of the global pandemic. Prices continued to trend down through May, resulting in a year over year decline in average prices for 2020. Our cost improvement initiatives established in 2019 began yielding results in the second half of the year. By the end of 2020, we lowered phosphate fixed costs by over $50,000,000 realizing $115,000,000 in transformational savings in Mosaic Fertilizantes and continue to reduce potash costs through reduced brine management spending. The benefits of our improving cost position were amplified by the reversal of global phosphate pricing as agricultural markets improved in the third and fourth quarters. In The U. S, Mosaic prevailed in its countervailing duty case against unfairly subsidized Moroccan and Russian producers. As a result, artificially low imported imports stopped, which eliminated a price discount in The U. S. In total, we delivered over $300,000,000 in transformational benefits and generated adjusted EBITDA of $1,600,000,000 up 11% from 2019. Positive momentum in the fertilizer and agricultural markets during the 2020 continued into the first quarter of this year. For the quarter, we reported net income of $157,000,000 and adjusted EBITDA of $560,000,000 more than double last year's first quarter. Earnings per share were $0.41 and adjusted earnings per share were $0.57 up from an adjusted loss per share of $06 last year. Looking ahead, we remain focused on executing our strategy and we are making steady progress on our priorities, which we expect to position us to perform in any market condition. In North America, our potash and phosphate businesses have been integrated into one unit. The Esterhazy K3 potash mine is ramping up quickly, and our transformational initiatives continue to deliver savings ahead of schedule. We've seen further progress process integration through the expansion of our shared service capability, and we are increasing our collaboration through the use of technology. Mosaic Fertilizantes is performing well, generating the highest first quarter adjusted EBITDA since we established Mosaic Fertilizantes and capitalizing on the growth in this powerhouse agricultural market. We're balancing our capital allocation across quick payback, high return capital investments, strengthening our balance sheet through debt retirement and shareholder returns like our previously announced 50% target dividend increase in 2021. We strengthened our product portfolio with new technologies and partnerships with companies focused on promoting soil health. We've begun marketing Sisterra, a phosphate based fertilizer made with recycled organic material and produced at our Plant City site. We've also entered into new soil health partnerships with BioConsortia, Sound Agriculture and AgBiome, innovative companies focused on producing the effective and sustainable solutions that growers want. Responsible operations requires broad commitments, and we are meeting ours. In 2020, we expanded our view of sustainability by launching 13 new environmental, social and governance performance targets. These include commitments to reduce greenhouse gas emissions and freshwater use by 20% per ton of product by 2025, as well as targets for a more diverse and inclusive corporate culture, more employee volunteer hours and many others. Our outlook for 2021 is very positive. Farm economics around the world are very strong, giving growers incentives to maximize yield from every acre, which requires adequate nutrition. As a result, global fertilizer demand is running high. With fertilizer inventories low, prices for our products have risen to eight year highs for phosphate and potash prices continue to move upwards, we believe these compelling market dynamics will continue through the remainder of this year. Our transformational initiatives set the stage for Mosaic to capitalize on the continuous positive trends in our market. First, the construction and ramp up of Esterhazy K3 is expected to result in one of the lowest cost potash mines in the world, with automated underground miners delivering on cost and safety. Second, our new integrated operations center in our Florida phosphate operations is delivering cost savings and improved safety. Finally, Mosaic's Fertilizantes continues to exceed its transformational targets and capitalize on one of the biggest, fastest growing agricultural markets in the world. Even while delivering on our operational commitments, coronavirus remains a significant challenge, and it is especially difficult now in Brazil and India. We are remaining diligent to keep our employees as safe as possible. But with employee with community infection rates running very high in many areas where we do business, our people have not been immune. We are encouraging employees to get vaccinated, and we are working with communities to help in ways that are most impactful at each location. For example, we have set hundreds of oxygen compressing machines to India for use by our people, our customers and the broader community. Now, recognition is not our goal, but our efforts have not gone unnoticed. We have received wide ranging recognition that indicates we are succeeding across many measures. I am particularly proud that we received the prestigious Robert W. Campbell Award presented by the National Safety Council in recognition of the one company each year that has environmental health and safety performance fully integrated as a key business value. In addition, Mosaic was named one of Barron's 100 Most Sustainable Companies, and we were the first agricultural company to be named to that list. To conclude, Mosaic is performing very well financially for all of our constituents, and we see a bright outlook for the near term and for the company's longer term future. Following the announcement of the voting results, Greg and I would be pleased to respond to any questions from stockholders. If you have any questions or comments and are a stockholder and entered your 16 digit control number when joining the virtual meeting, please submit your questions online in the Ask a Question box that appears in your computer screen. Greg, I will now turn the meeting back to you. Thank you very much, Jack, for that update and outlook. Before I turn to reporting the voting results, I'd like to express our appreciation to Nancy Cooper for her years of service to you, our shareholders, on behalf of Mosaic's Board of Directors. Nancy joined our Board in October 2011, has served as the Chair of the Audit Committee since May 2015, and has been an excellent Board colleague over her many years of service to Mosaic. Nancy, we will certainly we most certainly appreciate your experience, your contributions and friendship over these years. Your endless dedication to the company and this industry has been of great value to the company and to our Board. And on behalf of the Board and the company, I wish you well in your future endeavors. I turn now to the announcement of our voting results. The polls have closed and the votes on the four proposals have been tabulated. Mark, as Secretary of this meeting, will you please report the results? Mr. Chairman, I've been informed by the Inspector of Election that with respect to proposal number one, each of the Board nominees has received over 92 of the total votes cast in favor of his or her election to the Board. With respect to proposal number two, ratification of KPMG as Mosaic's independent registered public accounting firm has been adopted by more than 98% of the total shares voted. With respect to proposal number three, the advisory vote on executive compensation, the compensation of Mosaic's named executive officers as described in Mosaic's proxy statement for this meeting has been approved by more than 92% of the total shares voted. And that with respect to proposal number four, the stockholder proposal regarding adoption of a written consent right has been rejected by more than 60% of the total shares voted. Thanks, Mark. Based on the results, I'm pleased to declare that each of the director nominees has been elected to the Board for a one year term. The appointment of KPMG as our independent registered public accounting firm for the year ending 12/31/2021 has been ratified. The advisory vote on executive compensation has been approved and the stockholder proposal regarding adoption of a written consent right has been rejected. The final results will be recorded in the minutes of this meeting, and the final tabulation will also appear in our Form eight ks to be filed later this week or early next week. That concludes the formal business for today, and I thank you for your participation in the voting process. Jacques, we do have one question from an investor, Ed Luzine, who asks first of say I'll read it. Good morning. Thanks for doing a great job with Mosaic. We are satisfied shareholders. Question. How does China impact Mosaic's business directly and indirectly? And what's the outlook for China driving Mosaic's business forward? Thank you, Mr. Lozin. Strong demand for agricultural products period in China is really driving the agricultural business globally, not just for Mosaic, but overall. Record imports of corn, soybeans and other agricultural products is really helping the world's agriculture and particularly U. S. And Brazil, which are big exporters of those products. Also China as a direct thing is a big user of fertilizers. So through our Campo Tex joint venture, we are we have been historically importing a lot of potash to China. This year, we have not got an agreement with the Chinese buying committee for potash sales. However, we are selling some potash through our own distribution business into the Chinese market. So our distribution business in China is actually doing very well driven by the great environment that China has for agricultural right now. So basically, our outlook is as we look forward, the China will not only be a strong driver for 2021, but it will be a strong driver for agriculture going forward and as such a strong driver for us, particularly in our potash market as we go forward. I think Laura Gagnon has another question. I'm sorry. Then back to you, Greg. Thank you. Seeing no more questions, this concludes Mosaic's twenty twenty one Annual Meeting of Stockholders. And before we adjourn, I want to express my appreciation to all of you for your continuing support and for joining us for today's Annual Meeting. I would also like to thank Mosaic's dedicated employees and directors, all of whom have stepped up to ensure the continued safe and continuous operation of your company during these challenging COVID-nineteen times. This meeting is now adjourned, thank you very much.