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): December 13, 2019
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
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Federally chartered instrumentality of the United States | | 001-14951 | | 52-1578738 |
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(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 1999 K Street, N.W., 4th Floor, | | 20006 |
| Washington, | DC | | |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code (202) 872-7700
No change
(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 (see General Instruction A.2. below):
☐ 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol | | Exchange on which registered |
| Class A voting common stock | | AGM.A | | New York Stock Exchange |
| Class C non-voting common stock | | AGM | | New York Stock Exchange |
| 5.875% Non-Cumulative Preferred Stock, Series A | | AGM.PRA | | New York Stock Exchange |
| 6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C | | AGM.PRC | | New York Stock Exchange |
| 5.700% Non-Cumulative Preferred Stock, Series D | | AGM.PRD | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of Directors
Daniel L. Shaw of Edgar, Nebraska became a member of the Board of Directors (“Board”) of the Federal Agricultural Mortgage Corporation (“Farmer Mac”) on December 13, 2019. The Board appointed Mr. Shaw to fill the vacancy created by the unexpected death of former Board member Keri L. Votruba in October 2019. Mr. Votruba first joined Farmer Mac’s Board in May 2018 and was re-elected to the Board by the holders of Class B voting common stock in May 2019 for a term ending on the date of Farmer Mac’s next annual meeting of stockholders in May 2020. Mr. Shaw will serve the unexpired portion of Mr. Votruba’s term. Under Farmer Mac’s statutory charter, Farmer Mac’s Board consists of fifteen members: five elected each year by the holders of Class A voting common stock, five elected each year by the holders of Class B voting common stock, and five appointed by the President of the United States with the advice and consent of the U.S. Senate. The Board has appointed Mr. Shaw to serve on the Board’s Enterprise Risk Committee, Financial Risk Committee, Diversity Committee, and Public Policy Committee.
Mr. Shaw, age 64, has owned and operated Shaw Farms, LLC in Edgar, Nebraska since 1975, raising corn, soybeans, wheat, and a commercial cow-calf herd. He has also owned and managed a local grain elevator since 2006 and operated a commercial poultry breeder barn since 2017. Mr. Shaw has been on the board of directors of AgriBank Farm Credit Bank since 2014, where he served as Chair of the Risk Management Committee from 2016 to 2018 and currently serves on the Compensation Committee. Mr. Shaw previously served on the board of directors of Farm Credit Services of America from 2007 to 2014, including as Chair of the Compensation Committee and Risk Work Group, a member of the Business Risk Committee, and 2-year terms as both Chair and Vice Chair.
There are no arrangements or understandings between Mr. Shaw and any other persons pursuant to which he was selected as a director of Farmer Mac. There are also no family relationships between Mr. Shaw and any director or executive officer of Farmer Mac, and Mr. Shaw has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S‑K.
As a member of the Board, Mr. Shaw will receive a pro rata portion of the equity grant awarded to other members of the Board for 2019. Mr. Shaw will also receive compensation as a director of Farmer Mac beginning on December 13, 2019 in the form of a pro-rated annual retainer payable quarterly, as described more fully in “Compensation of Directors” in Farmer Mac’s Proxy Statement filed with the Securities and Exchange Commission on April 1, 2019, which section is incorporated in this report by reference.
On December 17, 2019, Farmer Mac issued a press release to announce the appointment of Mr. Shaw as a new director of Farmer Mac. A copy of that press release is attached to this report as Exhibit 99 and is incorporated in
this report by reference. All references to www.farmermac.com in Exhibit 99 are inactive textual references only, and the information contained on Farmer Mac’s website is not incorporated by reference into this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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| 101.SCH | Inline XBRL Taxonomy Extension Schema |
101.CAL
| Inline XBRL Taxonomy Extension Calculation |
101.DEF
| Inline XBRL Taxonomy Extension Definition
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101.LAB
| Inline XBRL Taxonomy Extension Label
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101.PRE
| Inline XBRL Taxonomy Extension Presentation |
| 104 | Cover Page Inline Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document included as Exhibit 101
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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 thereunto duly authorized.
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
By: /s/ Stephen P. Mullery
Name: Stephen P. Mullery
Title: Executive Vice President – General Counsel
Dated: December 17, 2019
