MOSMosaic
Deals between MOS and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-16 reports that the one filed 2025-04-16 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-16.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 8 paragraphs of the proxy filed 2025-04-16 with nothing like them this year
Ta b le of C ontents“any transaction that involves compensation to a director (if such arrangement has been approved by our Board) or executive officer (if such arrangement has been approved, or recommended to the Board for approval, by the Compensation and Human Resources Committee of our Board or is otherwise available generally to all of our salaried employees) in connection with his or her duties to us, including the reimbursement of business expenses incurred in the ordinary course in accordance with ou...”
Read it in last year's proxy ↗
Ta b le of C ontents“any transaction entered into in the ordinary course of business pursuant to which the related person’s interest derives solely from his or her service as a director or employee (including an executive employee) of another corporation or organization that is a party to the transaction and (i) the related person does not receive directly any compensation or other direct material benefit of any kind from the other corporation or organization due, in whole or in part, to the creation, negoti...”
Read it in last year's proxy ↗
Ta b le of C ontents“In determining whether to approve a related person transaction, the Corporate Governance and Nominating Committee will consider, among others, the following factors to the extent it deems relevant:”
Read it in last year's proxy ↗
Ta b le of C ontents“whether the terms of the related person transaction are fair to us and on terms at least as favorable as would apply if the other party was not or did not have an affiliation with a director, executive officer or 5% stockholder of ours;”
Read it in last year's proxy ↗
Ta b le of C ontents“whether there are demonstrable business reasons for us to enter into the related person transaction;”
Read it in last year's proxy ↗
Ta b le of C ontents“whether the related person transaction could impair the independence of a director under our Director Independence Standards;”
Read it in last year's proxy ↗
Ta b le of C ontents“whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors our Corporate Governance and Nominating Committee deems relevant; and •whether the related person transaction is permitted under the covenants pursuant to our material debt agreements.”
Read it in last year's proxy ↗
Director Education Policy“Our Board believes that our stockholders are best served by a board of directors comprised of individuals who are well versed in modern principles of corporate governance and other subject matters relevant to board service. Our Board has adopted a Director Education Policy that encourages all directors to pursue ongoing education and development studies on topics that they deem relevant given their individual backgrounds and committee assignments on the Board. In order to facilitate ongoing education, our management provides to our directors on a periodic basis pertinent articles and information relating to our business and our competitors and to corporate governance and regulatory issues, as well as presentations by subject matter experts on new legal and regulatory requirements. We also maintain a membership for each of our directors in an organization dedicated to corporate governance and ongoing education, and fund the reasonable costs of attending director education programs. Directors serving on multiple boards are encouraged to obtain pro rata reimbursement of their director education expenses from each corporation that they serve. Prior approval for attendance is obtained from the chair of the Corporate Governance and Nominating Committee in each case where a director intends to seek reimbursement of the cost of attendance.”
Read it in last year's proxy ↗
The whole section 6 paragraphs, proxy filed 2026-04-16
Policy and Procedures Regarding Transactions with Related Persons“Our Board, upon the recommendation of the Corporate Governance and Nominating Committee, has adopted a Related Person Transactions Approval Policy. A copy of the policy is available on our website at www.mosaicco.com under the “Investors - Governance - Governance Documents” caption.”
Read it in the proxy ↗
Policy and Procedures Regarding Transactions with Related Persons“The Related Person Transactions Approval Policy delegates to our Corporate Governance and Nominating Committee responsibility for reviewing and approving transactions with “related persons” that are required to be disclosed under the rules of the SEC. Under the policy, a “related person” includes any director, executive officer or 5% stockholder and members of their immediate family.”
Read it in the proxy ↗
Policy and Procedures Regarding Transactions with Related Persons“Our Related Person Transactions Approval Policy applies to transactions that involve a related person where we are a participant and the amount involved exceeds, or is reasonably expected to exceed, $120,000, and in which the related person otherwise has a direct or indirect material interest, as well as any amendment or modification to an existing related person transaction.”
Read it in the proxy ↗
Policy and Procedures Regarding Transactions with Related Persons“No director may participate in any discussion or approval of a related person transaction for which he or she is a related person, except that the director is required to provide to the Corporate Governance and Nominating Committee all material information concerning the related person transaction as may be requested by the committee. Any related person transaction that is not approved will be voided, terminated or amended, or such other actions will be taken in each case as determined by the Corporate Governance and Nominating Committee so as to avoid or otherwise address any resulting conflict of interest.”
Read it in the proxy ↗
Policy and Procedures Regarding Transactions with Related Persons“any transaction where the related person’s interest derives solely from the fact that he or she serves as a director or officer of a not-for-profit organization or charity that receives donations from us in accordance with a matching gift program of ours that is available on the same terms to all of our employees;”
Read it in the proxy ↗
Policy and Procedures Regarding Transactions with Related Persons“indemnification payments made pursuant to our Certificate of Incorporation or Bylaws or pursuant to any agreement between us and the related person;”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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