The Mosaic Company (MOS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of April 2, 2026, are eligible to vote on all proposals.

• The company emphasizes strategic priorities: operational excellence, capital reallocation, and value-creating growth.

• Financial highlights for 2025 include net sales of $12.05B and net earnings of $541M.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 12 directors for one-year terms, ratification of KPMG LLP as independent auditor, and an advisory say-on-pay vote for executive compensation.

• The board recommends voting FOR all proposals.

• Proxy access allows groups of up to 20 shareholders owning at least 3% for three years to nominate directors.

• Advance notice and proxy access procedures are detailed for 2027 shareholder proposals.

Board of directors and corporate governance

• The board consists of 12 nominees, 92% of whom are independent, with a majority vote standard for uncontested elections.

• Board diversity: 42% women, 33% racially/ethnically diverse, average tenure of 8 years.

• Four standing committees: Audit, Compensation and Human Resources, Corporate Governance and Nominating, and Environmental, Health, Safety and Sustainable Development (EHSS).

• Annual board and committee self-evaluations and succession planning are conducted.

• Non-employee directors must meet stock ownership guidelines of five times the base cash retainer within five years.