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): May 19, 2022
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Federally chartered instrumentality of the United States | | 001-14951 | | 52-1578738 |
| | | | |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
| 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:
| | | | | | | | | | | | | | |
| 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 |
| 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 |
| 5.750% Non-Cumulative Preferred Stock, Series E | | AGM.PRE | | New York Stock Exchange |
| 5.250% Non-Cumulative Preferred Stock, Series F | | AGM.PRF | | New York Stock Exchange |
| 4.875% Non-Cumulative Preferred Stock, Series G | | AGM.PRG | | 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. ☐
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
Chester J. Culver of West Des Moines, Iowa became a member of the Board of Directors (“Board”) of the Federal Agricultural Mortgage Corporation (“Farmer Mac”) on May 23, 2022. Mr. Culver was nominated by President Biden on July 13, 2021, renominated on August 10, 2021, and confirmed by the United States Senate on May 18, 2022, and took the oath of office for his new position on May 23, 2022.
Mr. Culver joins Lowell L. Junkins (Board Chair), LaJuana S. Wilcher (Board Vice Chair), Sara L. Faivre, and Charles A. Stones as members of the Board who have been appointed by the President of the United States. Mr. Culver replaces Myles J. Watts on Farmer Mac’s Board, who had served since September 2010. Under Farmer Mac’s statutory charter, five of Farmer Mac’s fifteen directors are appointed by the President of the United States with the advice and consent of the U.S. Senate. Each year, holders of Farmer Mac’s Class A voting common stock elect five directors, and holders of Farmer Mac’s Class B voting common stock elect five directors. Mr. Culver will serve on the Board’s Enterprise Risk Committee, Public Policy and Corporate Social Responsibility Committee, and Credit Risk Committee.
Mr. Culver, age 56, is the founder of the Chet Culver Group, a renewable energy and infrastructure consultancy firm, and has continued to operate that firm since February 2011. He previously served as a member of Farmer Mac’s Board of Directors from 2012 to 2019 and served as the fortieth governor of Iowa from 2007 until 2011. Before that time, he was elected to serve as Iowa’s Secretary of State for two terms from 1999 to 2007. A graduate of Virginia Polytechnic Institute and State University, Mr. Culver began his career as an environmental and consumer advocate in the Iowa Attorney General’s Office. After receiving his Master of Arts in Teaching at Drake University in 1994, he taught government and history in Des Moines, Iowa, where he also coached football and basketball. As governor, Mr. Culver served the National Governors Association as Chairman of both the Governors Wind Energy Coalition and the Governors Biofuels Coalition. He was also elected as the Federal Liaison to the U.S. Congress by the Democratic Governors Association and served as a member of the Democratic Governors Executive Committee. Mr. Culver currently serves on the board of directors of Knapp Properties, a real estate development and property management company in Des Moines, Iowa.
There are no arrangements or understandings between Mr. Culver and any other persons pursuant to which he was selected as a director of Farmer Mac. There are also no family relationships between Mr. Culver and any director or executive officer of Farmer Mac, and Mr. Culver 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. Culver will receive a pro rata portion of the equity grant awarded to other members of the Board for 2022. Mr. Culver will also receive compensation as a director of Farmer Mac beginning on May 23, 2022 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 21, 2022, which section is incorporated in this report by reference.
Farmer Mac previously issued a press release to announce the appointment of Mr. Culver as a new director of Farmer Mac, which was included as an exhibit to the Current Report on Form 8-K that Farmer Mac filed on May 20, 2022 but is not incorporated in this report by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 19, 2022, Farmer Mac held its Annual Meeting of Stockholders. At that meeting, the holders of Farmer Mac’s voting common stock: (1) elected all ten of the nominees for director on the ballot and identified in Farmer Mac’s Proxy Statement previously filed on April 21, 2022 (“Proxy Statement”); (2) ratified the selection of PricewaterhouseCoopers LLP as Farmer Mac’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and (3) approved an advisory proposal approving the compensation of Farmer Mac’s named executive officers as described in the Proxy Statement.
Election of Directors
Farmer Mac’s federal charter provides that five directors are elected annually by a plurality of the votes of the holders of Class A Voting Common Stock and five directors are elected annually by a plurality of the votes of the holders of Class B Voting Common Stock. Listed below are the final results for the election of directors (by class, with cumulative voting):
Class A Stockholders
| | | | | | | | |
| Nominee | Number of Votes For | Broker Non-Votes |
| Dennis L. Brack | 507,960 | 66,217 |
| James R. Engebretsen | 584,949 | 66,217 |
| Mitchell A. Johnson | 584,381 | 66,217 |
| Eric T. McKissack | 507,560 | 66,217 |
| Todd P. Ware | 507,710 | 66,217 |
Class B Stockholders
| | | | | | | | |
| Nominee | Number of Votes For | Broker Non-Votes |
| Richard H. Davidson | 589,226 | None |
| Everett M. Dobrinski | 589,114 | None |
| Amy H. Gales | 580,114 | None |
| Robert G. Sexto | 85,174 | None |
| Roy H. Tiarks | 589,227 | None |
Based on these voting results, the following individuals were elected to serve as directors of Farmer Mac for one-year terms until Farmer Mac’s next Annual Meeting of Stockholders: Dennis L. Brack, Richard H. Davidson, Everett M. Dobrinski, James R. Engebretsen, Amy H. Gales, Mitchell A. Johnson, Eric T. McKissack, Robert G. Sexton, Roy H. Tiarks, and Todd P. Ware.
In addition to the ten directors elected at the Annual Meeting of Stockholders on May 19, 2022, the following directors appointed by the President of the United States continue to serve as directors of Farmer Mac: Lowell L. Junkins
(Board Chair), LaJuana S. Wilcher (Board Vice Chair), Chester J. Culver (effective May 23, 2022 as discussed in Item 5.02 above), Sara L. Faivre, and Charles A. Stones. Those five directors have no specified term and serve at the pleasure of the President of the United States.
Ratification of Selection of PricewaterhouseCoopers LLP as Farmer Mac’s Independent Registered Public Accounting Firm for 2022
Farmer Mac’s By-Laws provide that the Audit Committee’s selection of accountants shall be made annually in advance of the Annual Meeting of Stockholders and shall be submitted for ratification or rejection at such meeting. Farmer Mac’s Audit Committee previously selected PricewaterhouseCoopers LLP as Farmer Mac’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Listed below are the final results for the stockholder vote on the ratification of that selection (Class A votes and Class B votes combined):
| | | | | |
| Number of Votes |
| For | 1,140,686 |
| Against | 300 |
| Abstain | 751 |
| Broker Non-Votes | None |
Advisory Vote to Approve Compensation of Farmer Mac's Named Executive Officers (“Say-on-Pay”)
Listed below are the final results for the stockholder Say-on-Pay advisory vote (Class A votes and Class B votes combined):
| | | | | |
| Number of Votes |
| For | 969,449 |
| Against | 4,188 |
| Abstain | 101,883 |
| Broker Non-Votes | 66,217 |
Farmer Mac intends to hold future advisory Say-on-Pay votes every year. Farmer Mac’s Board may re-evaluate this determination after the next stockholder vote on the frequency of Say-on-Pay votes.
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: May 24, 2022
