8-K
AGCO CORP /DE (AGCO)
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.
☐
| 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. |
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<br><br>Senior Vice President and<br><br>Chief Financial Officer |
Dated: May 1, 2020
Exhibit
Exhibit 99.1
NEWS RELEASE
www.AGCOcorp.com
For Immediate Release
CONTACT:
Greg Peterson
Vice President, Investor Relations
(770) 232-8229
Greg.Peterson@AGCOcorp.com
AGCO Appoints Wolfgang Kirsch to its Board of Directors
DULUTH, GA, April 30 2020 – AGCO, Your Agriculture Company (NYSE:AGCO), a worldwide manufacturer and distributor of agricultural equipment and infrastructure, today announced it has appointed Wolfgang Kirsch, retired Chief Executive Officer of DZ BANK AG, to its Board of Directors effective immediately. Mr. Kirsch will serve on the Audit and Finance committees.
Martin Richenhagen, Chairman, President and CEO of AGCO Corporation said, “We are delighted to have Wolfgang join our Board of Directors. He brings extensive leadership experience, a wealth of financial knowledge and will provide an important European perspective to our board.”
Mr. Kirsch is replacing Hendrikus Visser, who is retiring from the AGCO Board of Directors effective April 30. “Henk has made an extraordinary contribution to AGCO and we are extremely grateful for his guidance and leadership over many years,” Mr. Richenhagen added.
Mr. Kirsch retired from DZ BANK AG in 2018 after serving 16 years as a board member, the last 12 years of which he served as Chief Executive Officer. Prior to joining DZ BANK AG, Wolfgang held executive positions at Deutsche Bank AG during his 21 year tenure. He is a member of the Supervisory Board of Fresenius SE, member of the Advisory Board of Adolf Würth-Group and Fraport AG. He also serves on the Board of Trustees of the Städel Museum, Frankfurt.
About AGCO
AGCO (NYSE:AGCO) is a global leader in the design, manufacture and distribution of agricultural solutions and delivers high-tech solutions for farmers feeding the world 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® smart farming solutions. Founded in 1990 and headquartered in Duluth, Georgia, USA, AGCO had net sales of $9.0 billion in 2019. For more information, visit https://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