Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

AGCO CORP /DE Board/Management Information 2017

May 2, 2017

30733_rns_2017-05-02_50f6738d-e8a6-429b-9c9d-a84227f3e921.zip

Board/Management Information

Open in viewer

Opens in your device viewer

8-K 1 a8-kapril272017xvoteofsecu.htm 8-K html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2017 Workiva Document

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