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The Mosaic Company (MOS)
Annual Shareholder Meeting Call
October 4, 2012 11:00 AM ET
Bob Lumpkins – Chairman
Jim Prokopanko – President and CEO
Rich Mark – EVP, General Counsel and Corporate Secretary
Jonathan Nash [ph]
Previous Statements by MOS
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This Annual Meeting is now called to order. Joining me on the platform is Jim Prokopanko, President and Chief Executive of Mosaic; and Rich Mark, the Executive Vice President and General Counsel and Corporate Secretary who will serve as secretary. In addition, I’d like to take the opportunity (inaudible) Director. I’d ask that each director or director nominee, please stand when I call his or her name, remain standing until all are introduced.
Phyllis E. Cochran, President and Chief Executive of Officer of Navistar Financial; Nancy E. Cooper, Retired, former Executive Vice President, Chief Financial Officer of CA, Inc; William R. Graber, Retired, former Senior Vice President and Chief Financial Officer of McKesson Corporation; Emery N. Koenig, Executive Vice President and Chief Risk Officer and a member of the Corporate Leadership Team of Cargill Incorporated; Harold H. MacKay, Counsel to the law firm of MacPherson Leslie & Tyerman LLP; William T. Monahan, Retired, former Chairman of the Board, President, Chief Executive Officer of Imation Corporation; James L. Popowich, Retired, former Chief Executive of Elk Valley Coal Corporation; and James T. Prokopanko, Mosaic’s President and Chief Executive Officer; David T. Seaton, Chairman and Chief Executive Officer of Fluor Corporation; Steven M. Seibert, Principal of the Sibert Law Firm in Tallahassee, Florida.
I am also pleased to introduce Gregory L. Ebel, President and Chief Executive Officer of Spectra Energy, who is a nominee for election as a Director of Mosaic. This is fair I know how dedicated our Board is and I want to express my clear appreciation to all our directors for the years in Mosaic [ph]. Thank you very much.
Now I’d like to turn the microphone over (inaudible).
Well thank you, Bob and good morning. It’s my pleasure to introduce Mosaic’s senior leadership team. With these officers please stand as they call their name. Larry Stranghoener, Executive Vice President and Chief Financial Officer; Rich Mark, Executive Vice President, General Counsel and Corporate Secretary; Joc" O’Rourke, Executive Vice President Operations and Chief Operating Officer; Bo Davis, Senior Vice President, Phosphate Operations; Mark Kaplan, Vice President of Public affairs; Rich McLellan, Senior Vice President Commercial; and Corrine Ricard, Senior Vice President, Human Resources.
Thank you, Jim. We now turn to the formal proceedings of today’s meeting governed by law and our bylaws. Rich, would you please report to us the number of stockholders present in person or by proxy at this meeting?
Thank you, Bob. Appropriate notice of this meeting and proxy was first mailed on August 23, 2012, stockholders of record of Mosaic’s common stock on August 13, 2012. A list of stockholders eligible to vote has been available for inspection since September 23, 2012 and is available today at the registration table.
As on the record date, there were 308,904,901 shares of our common stock, 128,759,772 shares of our Class A common stock, outstanding entitled to vote. Over 80% of Mosaic’s common stock is represented here today in person or by proxy accordingly a quorum is present. In addition, the necessary affidavit of mailing and the oath of the inspector of the election had been filed.
Thank you, Rich. Now I would like to briefly review proposals for the meeting today. The first proposal is the election of four directors; Cochran, Mr. Ebel, Monahan, and myself have each been nominated and served for a three year term ending on the date of the Annual Meeting of stockholders to be held in the year 2015. All four of these nominations were recommended by the Board of Directors.
Second proposal is the ratification of the election of Mr. Mackay to serve a one year term ending on the date of the Annual Meeting of stockholders held in the year 2013 which ratification has been recommended by the Board of Directors. Third proposal is the ratification of the appointment of KPMG LLP as the Mosaic Company’s independent registered public accounting firm in 2013 fiscal year as recommended by the Board of Directors. Tom Leyden, Mike Russo [ph] of KPMG are present with us today. Tom and Mike would (inaudible) section of the meeting.
Fourth and final proposal is an advisory Say-on-Pay vote on executive compensation. Board of Directors has recommended our Board to approve on an advisory basis compensation of Mosaic named executive officers as described in the Compensation Discussion and Analysis section, the compensation tables and related narrative disclosures and the proxy statement for this Annual Meeting.
We have now reviewed the four proposals before the meeting. May I have a motion to approve proposal number one, the election of four directors?
Unidentified Company Representative
Is there a second?
Unidentified Company Representative
Is there any discussion on this proposal? May I now have a motion to approve proposal number two, the ratification of the election of Mr. Mackay?