As Filed with the Securities and Exchange Commission on January 27, 2017
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 27, 2017
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 2017 Annual Meeting on January 27, 2017, of the 438,484,396 shares outstanding and entitled to vote, 359,213,533 shares were represented, constituting a 81.92% quorum. Each matter was determined by a majority of votes cast, except Item No. 4, for which the frequency receiving the greatest number of votes is considered the frequency recommended by shareowners.
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 2018 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 |
| Dwight M. "Mitch" Barns | 323,913,359 | 99.61% | 1,276,104 | 0.39% | 548,701 | 33,475,369 |
| Gregory H. Boyce | 323,855,322 | 99.58% | 1,351,751 | 0.42% | 531,091 | 33,475,369 |
| David L. Chicoine, Ph.D | 323,947,593 | 99.60% | 1,295,310 | 0.40% | 495,261 | 33,475,369 |
| Janice L. Fields | 319,416,881 | 98.21% | 5,834,299 | 1.79% | 486,984 | 33,475,369 |
| Hugh Grant | 314,590,639 | 97.37% | 8,485,479 | 2.63% | 2,662,046 | 33,475,369 |
| Arthur H. Harper | 323,334,008 | 99.43% | 1,866,377 | 0.57% | 537,779 | 33,475,369 |
| Laura K. Ipsen | 324,168,701 | 99.67% | 1,079,547 | 0.33% | 489,916 | 33,475,369 |
| Marcos M. Lutz | 315,147,903 | 96.90% | 10,068,013 | 3.10% | 522,248 | 33,475,369 |
| C. Steven McMillan | 313,675,094 | 96.83% | 10,278,536 | 3.17% | 1,784,534 | 33,475,369 |
| Jon R. Moeller | 319,966,052 | 98.39% | 5,238,564 | 1.61% | 533,548 | 33,475,369 |
| George H. Poste, Ph.D., D.V.M. | 323,096,634 | 99.40% | 1,944,334 | 0.60% | 697,196 | 33,475,369 |
| Robert J. Stevens | 288,644,256 | 89.10% | 35,321,691 | 10.90% | 1,772,217 | 33,475,369 |
| Patricia Verduin, Ph.D. | 324,159,597 | 99.66% | 1,100,889 | 0.34% | 477,678 | 33,475,369 |
| |
Item No. 2: | RATIFICATION OF AUDITORS |
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2017 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 |
| 356,136,128 | 99.32% | 2,453,396 | 0.68% | 624,009 | — |
| |
| Item No. 3: | ADVISORY APPROVAL OF 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 |
| 310,162,203 | 95.49% | 14,640,768 | 4.51% | 935,193 | 33,475,369 |
| |
| Item No. 4: | ADVISORY APPROVAL ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION |
The shareowners recommended, on an advisory (non-binding) basis, continuing to hold an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth in the table below:
|
| | | | | | | |
| Votes Cast For 1 Year | Votes Cast for 2 Years | Votes Cast for 3 Years | | |
| Number | % of Votes Cast | Number | % of Votes Cast | Number | % of Votes Cast | Abstain | Broker Non-Votes |
| 299,216,933 | 92.19% | 586,727 | 0.18% | 24,770,790 | 7.63% | 1,163,714 | 33,475,369 |
| |
| Item No. 5: | APPROVAL OF PERFORMANCE GOALS UNDER, AND AMENDMENT TO, THE LONG-TERM INCENTIVE PLAN |
The shareowners approved the performance goals under, and an amendment to, the Long-Term Incentive Plan 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 |
| 316,079,004 | 97.27% | 8,857,422 | 2.73% | 801,738 | 33,475,369 |
| |
| Item No.6: | SHAREOWNER PROPOSAL: LOBBYING REPORT |
The shareowners did not approve the shareowner proposal presented at the meeting requesting a lobbying report, 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 |
| 86,953,896 | 28.26% | 220,750,672 | 71.74% | 18,033,596 | 33,475,369 |
| |
| Item No. 7: | SHAREOWNER PROPOSAL: GLYPHOSATE REPORT |
The shareowners did not approve the shareowner proposal presented at the meeting requesting a glyphosate report, 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 |
| 16,722,416 | 5.50% | 287,487,482 | 94.50% | 21,528,266 | 33,475,369 |
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.
Dated: January 27, 2017
|
| |
| | MONSANTO COMPANY |
| | |
| | |
| | By: /s/ Jennifer L. Woods |
| | Name: Jennifer L. Woods |
| | Title: Assistant Secretary |
