The Mosaic Company (MOS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 29, 2025, with voting on director elections, auditor ratification, and executive compensation.

• Shareholders of record as of April 2, 2025, are eligible to vote and participate.

• The company emphasizes virtual access, shareholder engagement, and ongoing communication with investors.

Voting matters and shareholder proposals

• Shareholders will vote on electing 12 directors for one-year terms, ratifying KPMG LLP as auditor, and an advisory say-on-pay vote for executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals and nominations for the 2026 meeting must follow advance notice and proxy access procedures.

Board of directors and corporate governance

• Board consists of 12 nominees, 92% of whom are independent; two new directors joined in 2025.

• Board diversity: 42% women, 33% racially/ethnically diverse.

• Board is declassified, elected annually by majority vote, with proxy access and right to call special meetings.

• Four standing committees: Audit, Compensation and Human Resources, Corporate Governance and Nominating, and EHSS.

• Annual board and committee self-evaluations, independent board leadership, and robust succession planning.