UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
_________________________________
| FORM 8-K |
| |
| CURRENT REPORT |
| PURSUANT TO SECTION 13 OR 15(d) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 |
| |
| Date of Report (Date of earliest event reported): January 30, 2015 |
| |
| MONSANTO COMPANY |
| (Exact Name of Registrant as Specified in its Charter) |
| Delaware | 001-16167 | 43-1878297 |
| State of Incorporation | (Commission File Number) | (IRS Employer Identification No.) |
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 694-1000
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
_________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13a-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At Monsanto Company's 2015 Annual Meeting on January 30, 2015, of the 483,602,033 shares outstanding and entitled to vote, 413,754,984 shares were represented, constituting a 85.55% quorum. Each matter was determined by a majority of votes cast.
The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:
| Item No. 1: | ELECTION OF DIRECTORS |
All of the board's nominees for director were elected to serve until the Company's 2016 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:
| | Votes Cast For | Votes Cast Against | | |
| Nominee | Number | % of Votes Cast | Number | % of Votes Cast | Abstain | Broker Non-Votes |
| Gregory H. Boyce | 373,273,966 | 98.45% | 5,863,984 | 1.54% | 1,364,305 | 33,252,729 |
| Janice L. Fields | 377,983,813 | 99.67% | 1,214,286 | 0.32% | 1,304,156 | 33,252,729 |
| Hugh Grant | 365,921,039 | 96.84% | 11,919,781 | 3.15% | 2,661,435 | 33,252,729 |
| Laura K. Ipsen | 378,483,505 | 99.81% | 711,334 | 0.18% | 1,307,416 | 33,252,729 |
| Marcos M. Lutz | 375,231,723 | 98.95% | 3,945,067 | 1.04% | 1,325,465 | 33,252,729 |
| C. Steven McMillan | 374,691,864 | 98.82% | 4,453,471 | 1.17% | 1,356,920 | 33,252,729 |
| William U. Parfet | 374,606,433 | 98.80% | 4,524,456 | 1.19% | 1,371,366 | 33,252,729 |
| George H. Poste, Ph.D., D.V.M. | 377,549,409 | 99.57% | 1,624,015 | 0.42% | 1,328,831 | 33,252,729 |
| Robert J. Stevens | 375,383,513 | 99.01% | 3,749,250 | 0.98% | 1,369,492 | 33,252,729 |
The company's remaining four directors, David L. Chicoine, Arthur H. Harper, Gwendolyn S. King, and Jon R. Moeller, will continue to serve for terms ending at the Company's 2016 Annual Meeting or until their respective successors are elected and qualified.
| Item No. 2: | RATIFICATION OF AUDITORS |
The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2015 was ratified by the shareowners, by the votes set forth in the table below:
| Votes Cast For | Votes Cast Against | | |
| Number | % of Votes Cast | Number | % of Votes Cast | Abstain | Broker Non-Votes |
| 408,286,020 | 99.05% | 3,911,995 | 0.94% | 1,556,969 | 0 |
| Item No. 3: | ADVISORY VOTE ON EXECUTIVE COMPENSATION |
The shareowners approved, on an advisory (non-binding) basis, executive compensation, by the votes set forth in the table below:
| Votes Cast For | Votes Cast Against | | |
| Number | % of Votes Cast | Number | % of Votes Cast | Abstain | Broker Non-Votes |
| 367,228,985 | 97.05% | 11,162,180 | 2.94% | 2,111,090 | 33,252,729 |
| | | | | | |
| Item No. 4: | SHAREOWNER PROPOSAL: LOBBYING REPORT |
The shareowners did not approve the shareowner proposal presented at the meeting requesting a report on certain matters related to lobbying, as evidenced by the votes set forth in the table below:
| Votes Cast For | Votes Cast Against | | |
| Number | % of Votes Cast | Number | % of Votes Cast | Abstain | Broker Non-Votes |
| 84,769,653 | 24.44% | 261,949,616 | 75.55% | 33,782,986 | 33,252,729 |
| | | | | | |
| Item No.5: | SHAREOWNER PROPOSAL: SHAREOWNER PROXY ACCESS |
The shareowners approved the shareowner proposal presented at the meeting requesting adoption of shareowner proxy access, as evidenced by the votes set forth in the table below:
| Votes Cast For | Votes Cast Against | | |
| Number | % of Votes Cast | Number | % of Votes Cast | Abstain | Broker Non-Votes |
| 201,427,316 | 53.46% | 175,297,662 | 46.53% | 3,777,277 | 33,252,729 |
| | | | | | |
| Item No.6: | SHAREOWNER PROPOSAL: INDEPENDENT BOARD CHAIRMAN |
The shareowners did not approve the shareowner proposal presented at the meeting requesting adoption of a policy requiring an independent board chairman, as evidenced by the votes set forth in the table below:
| Votes Cast For | Votes Cast Against | | |
| Number | % of Votes Cast | Number | % of Votes Cast | Abstain | Broker Non-Votes |
| 72,888,031 | 19.25% | 305,734,226 | 80.74% | 1,879,998 | 33,252,729 |
| | | | | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MONSANTO COMPANY
| Dated: January 30, 2015 | By:_/s/Jennifer L. Woods_____ |
Name: Jennifer L. Woods
Title: Assistant Secretary
