false0000880266AGCO CORP /DE 0000880266 2020-04-30 2020-04-30

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

April 30, 2020

Date of Report

(Date of earliest event reported)

AGCO CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware			001-12930		58-1960019
(State or other jurisdiction of incorporation or organization)			(Commission File Number)		(I.R.S. Employer Identification No.)

4205 River Green Parkway

Duluth, Georgia 30096

(Address of principal executive offices, including Zip Code)

770 813-9200

(Registrant’s telephone number, including area code)

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 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 Class	Trading Symbol	Name of exchange on which registered
Common stock	AGCO	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

On April 30, 2020, the Board of Directors of AGCO Corporation (the “Company”) elected Wolfgang Kirsch as a member of its Board of Directors, effective April 30, 2020. Also, Mr. Kirsch was appointed to the Company’s Audit and Finance committees. His term will expire at the 2021 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 30, 2020. 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 2021 or until their successors have been duly elected and qualified. The nominees, Messrs. Armes, Arnold, Benson, Deml, Minnich, Richenhagen and Shaheen and Mses. Barbour, Clark and Srinivasan were elected to the Company’s Board of Directors. The results follow:

Nominee		For		Against		Abstain
Roy V. Armes		64,618,087		1,290,249		54,887
Michael C. Arnold		65,488,502		414,465		60,256
Sondra L. Barbour		65,015,263		891,147		56,813
P. George Benson		61,939,139		3,664,599		359,485
Suzanne P. Clark		63,961,049		1,947,030		55,144
Wolfgang Deml		63,590,879		2,312,877		59,467
George E. Minnich		62,719,726		3,186,626		56,871
Martin H. Richenhagen		60,190,144		5,411,763		361,316
Gerald L. Shaheen		63,584,849		2,294,392		83,982
Mallika Srinivasan		65,109,277		793,560		60,386

In addition to the votes reported above, there were 1,874,849 broker non-votes for this proposal.

(2)	To consider a non-binding advisory resolution relating to the compensation of the Company’s named executive officers. The results follow:

For		Against		Abstain
50,828,813		15,055,273		79,137

In addition to the votes reported above, there were 1,874,849 broker non-votes for this proposal.

(3)	To ratify the appointment of the Company’s independent registered public accounting firm for 2020. The results follow:

For		Against		Abstain
67,197,701		585,659		54,712

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release dated April 30, 2020.

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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 hereunto duly authorized.

AGCO Corporation
By:	/s/ Andrew H. Beck
	Andrew H. Beck Senior Vice President and Chief Financial Officer

Dated: May 1, 2020