UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 8-K
Current Report
Dated April 27, 2017
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 27, 2017, the Board of Directors of AGCO Corporation (the “Company”) elected Suzanne Clark as a member of its Board of Directors, effective April 27, 2017. Also, Ms. Clark was elected to serve on the Company’s Compensation and Succession Planning Committees. Her term will expire at the 2018 annual meeting of stockholders. A press release announcing this election is attached hereto as Exhibit 99.1.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company’s annual meeting of stockholders was held on April 27, 2017. The following matters were voted upon and the results of the voting were as follows:
(1) | To elect nine directors to serve as directors until the annual meeting in 2018 or until their successors have been duly elected and qualified. The nominees, Messrs. Armes, Arnold, Benson, Deml, 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 | 67,035,524 | 3,129,678 | 18,906 | ||||||
Michael C. Arnold | 69,718,385 | 447,049 | 18,674 | ||||||
P. George Benson | 69,214,693 | 950,752 | 18,663 | ||||||
Wolfgang Deml | 69,187,240 | 977,670 | 19,198 | ||||||
George E. Minnich | 64,519,674 | 5,645,112 | 19,322 | ||||||
Martin H. Richenhagen | 68,084,554 | 1,995,893 | 103,661 | ||||||
Gerald L. Shaheen | 65,553,593 | 4,611,941 | 18,574 | ||||||
Mallika Srinivasan | 69,311,513 | 852,692 | 19,903 | ||||||
Hendrikus Visser | 66,544,866 | 3,619,731 | 19,511 | ||||||
In addition to the votes reported above, there were 2,719,398 broker non-votes for this proposal.
(2) | To consider a non-binding advisory vote relating to the frequency (every one, two or three years) of the non-binding stockholder vote relating to the compensation of the Company’s named executive officers. The results follow: |
For | |||
One Year | 60,973,078 | ||
Two Years | 469,771 | ||
Three Years | 8,706,427 | ||
In addition to the votes reported above, there were 34,832 abstentions and 2,719,398 broker non-votes for this proposal.
In connection with the annual meeting of stockholders, the Board of Directors of the Company recommended that stockholders vote to conduct future advisory votes relating to the compensation of the Company’s named executive officers on an annual basis. In light of the recommendation and considering the strong support for an annual vote as reflected in the above voting results, the Board of Directors has determined that the Company will hold future advisory votes on executive compensation on an annual basis until the next required vote on the frequency of stockholder votes for this purpose.
(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 | ||
42,473,224 | 27,655,722 | 55,162 | ||
In addition to the votes reported above, there were 2,719,398 broker non-votes for this proposal.
(4) | To ratify the appointment of the Company’s independent registered public accounting firm for 2017. The results follow: |
For | Against | Abstain | ||
72,420,406 | 464,764 | 18,336 | ||
Item 9.01. | Exhibits. |
The following exhibit is filed with this report:
99.1. Press release dated April 27, 2017.
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, 2017
NEWS RELEASE
www.agcocorp.com
For Immediate Release
CONTACT:
Greg Peterson
Director, Investor Relations
(770) 232-8229
greg.peterson@agcocorp.com
AGCO APPOINTS SUZANNE CLARK TO BOARD OF DIRECTORS
DULUTH, GA – April 27, 2017 – AGCO, Your Agriculture Company (NYSE:AGCO), a worldwide manufacturer and distributor of agricultural equipment, announced today the election of Suzanne Clark, Senior Executive Vice President of the U.S. Chamber of Commerce, to its Board of Directors effective immediately. Ms. Clark will serve on the Compensation and Succession Planning Committees.
“We are delighted to have Suzanne join our Board of Directors,” said Martin Richenhagen, Chairman, President and CEO of AGCO Corporation. “She brings extensive leadership experience, entrepreneurial spirit, and a wealth of political and regulatory knowledge which will provide an important perspective and contribution to our board.”
Prior to re-joining the US Chamber in 2014, where she had previously served as Chief Operating Officer, Ms. Clark acquired and led a prominent financial information boutique – Potomac Research Group (PRG) -- which was recognized by the Inc500 as the 135th fastest growing private company in 2013. Before taking the helm at PRG, she joined the Atlantic Media Company as President of the National Journal Group, a premier provider of information, news and analysis for Washington’s policy and political communities. She is a member of the Board of So Others Might Eat, a Washington, D.C. support system for the homeless. She is the former President of International Women’s Forum (Washington Chapter), a global group of leading women in business, law, government, technology and the arts. Clark was named one of
Washingtonian Magazine’s “100 Most Powerful Women in Washington”. Ms. Clark earned a B.A., magna cum laude, and an M.B.A. from Georgetown University.
ABOUT AGCO
AGCO (NYSE: AGCO) is a global leader in the design, manufacture and distribution of agricultural solutions and supports more productive farming through its full line of equipment and related services. AGCO products are sold through five core brands, Challenger®, Fendt®, GSI®, Massey Ferguson® and Valtra®, supported by Fuse® precision technologies and farm optimization services, and are distributed globally through a combination of over 3,000 independent dealers and distributors in more than 150 countries. Founded in 1990, AGCO is headquartered in Duluth, GA, USA. In 2016, AGCO had net sales of $7.4 billion. For more information, visit http://www.AGCOcorp.com. For company news, information and events, please follow us on Twitter: @AGCOCorp. For financial news on Twitter, please follow the hashtag #AGCOIR.
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Please visit our website at www.agcocorp.com