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8-K




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

___________________________
 
FORM 8-K
  
Current Report
Dated April 28, 2016

of
AGCO CORPORATION
A Delaware Corporation
IRS Employer Identification No. 58-1960019
SEC File Number 1-12930
4205 River Green Parkway
Duluth, Georgia 30096
(770) 813-9200

 
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:

o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))








Item 5.07.
Submission of Matters to a Vote of Security Holders.
The Company’s annual meeting of stockholders was held on April 28, 2016. The following matters were voted upon and the results of the voting were as follows:

(1)
To elect ten directors to serve as directors until the annual meeting in 2017 or until their successors have been duly elected and qualified. The nominees, Messrs. Armes, Arnold, Benson, Deml, Furlan, Minnich, Richenhagen, Shaheen and Visser and Ms. Srinivasan were elected to the Company’s board of directors. The results follow:
Nominee
 
For
 
Against
 
Abstain
Roy V. Armes
 
70,883,164
 
699,537
 
17,587
Michael C. Arnold
 
71,420,788
 
156,411
 
23,089
P. George Benson
 
70,047,116
 
1,535,326
 
17,846
Wolfgang Deml
 
70,604,480
 
976,887
 
18,921
Luiz F. Furlan
 
70,856,665
 
723,181
 
20,442
George E. Minnich
 
70,879,168
 
703,418
 
17,702
Martin H. Richenhagen
 
67,235,676
 
3,402,182
 
962,430
Gerald L. Shaheen
 
70,802,443
 
779,019
 
18,826
Mallika Srinivasan
 
70,787,597
 
788,012
 
24,679
Hendrikus Visser
 
70,602,462
 
974,383
 
23,443

In addition to the votes reported above, there were 2,811,248 broker non-votes for this proposal.

(2)
To consider a proposal to approve the material terms of the performance goals for qualified performance-based compensation under the AGCO Corporation Long-Term Incentive Plan pursuant to Section 162(m) of the Internal Revenue Code. The results follow:
For
 
Against
 
Abstain
70,263,698
 
1,289,492
 
47,098
    
In addition to the votes reported above, there were 2,811,248 broker non-votes for this proposal.

(3)
To consider a non-binding advisory resolution relating to the compensation of the Company’s named executive officers. The results follow:
For
 
Against
 
Abstain
50,942,609
 
20,574,100
 
83,858
    
In addition to the votes reported above, there were 2,810,969 broker non-votes for this proposal.

(4)
To ratify the appointment of the Company’s independent registered public accounting firm for 2016. The results follow:
For
 
Against
 
Abstain
73,673,904
 
707,782
 
29,571

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

10.1 Current Director Compensation






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.
 
AGCO Corporation
 
 
 
 
By:
/s/ Andrew H. Beck
 
Andrew H. Beck
Senior Vice President and
Chief Financial Officer
Dated: May 2, 2016


Exhibit

Exhibit 10.1



                


A G C O C O R P O R A T I O N

DIRECTOR COMPENSATION
for
NON - EMPLOYEE DIRECTORS
(as of January 1, 2016)
 
 
 
 
 


Retainers (1)
USD
 
 
Annual Lead Director Retainer (paid only to Lead Director):
30,000
 
 
Annual Director Base Retainer (applies to all Directors):
100,000
 
 
Annual Committee Chairperson Retainer:
(except Audit Committee and Compensation Committee Chair)
15,000
 
 
Annual Audit Committee Chairperson Retainer:
25,000
 
 
Annual Compensation Committee Chairperson Retainer:
20,000
 
 
Additional Annual Retainer for Board Members serving on three committees:
6,000
 
 
Additional Compensation
 
 
 
Annual AGCO Stock Grant Award (2)
120,000
    

In addition, the Company will reimburse directors for the reasonable out-of-pocket expense incurred in the attendance of the meeting.






                  
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A G C O C O R P O R A T I O N

DIRECTOR COMPENSATION
for
NON - EMPLOYEE DIRECTORS
(as of January 1, 2016)
 
 
 
 
 



Notes:

1)
Payments of annual retainers are made in accordance with the following provisions:



I)
Annual Retainers are paid quarterly in four installments (for ease of calculation purposes quarters are divided into 90 days with a 360 day year).
II)
Annual Retainers accrue as of the first day of each calendar quarter based on the Board and Committee Membership Roster in effect on that date.
III)
Annual Retainers are paid in advance during the first month of the given calendar quarter (e.g., January for the first quarter).
IV)
Changes to Board and Committee Memberships (including Chairpersons) will be reviewed and adjustments made to current quarter’s retainer amounts (up or down).
V)
Any changes in the Retainer amounts due for the current quarter will be reflected in the ensuing quarter’s retainer payment.


2)
Terms applicable to the Stock Grant Award are defined in the Plan Document. The stock grant equivalent to USD 120,000 is based on closing price on the day of the Annual Shareholders’ meeting.






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