Federal Agricultural Mortgage Corp 8-K/A, filed Jun 2, 2022
Federal Agricultural Mortgage Corp (AGM)
8-K/A
2022-06-02
For: 2022-05-19
View Original
Added on
April 04, 2026
About this 8-K/A
Federal Agricultural Mortgage Corp filed this 8-K/A on June 2, 2022, reporting on events of May 19, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 2022
(Exact name of registrant as specified in its charter)
Federally chartered instrumentality of the United States | ||||||||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code (202 ) 872-7700
No change
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
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Explanatory Note
This Current Report on Form 8-K/A ("Amendment") is being filed as an amendment to the Current Report on Form 8-K filed by the Federal Agricultural Mortgage Corporation ("Farmer Mac") on May 24, 2022 ("Original 8-K"). Farmer Mac filed the Original 8-K with the Securities and Exchange Commission to announce the appointment of a director to Farmer Mac’s Board of Directors (under Item 5.02(d)) and to report the results of the voting at Farmer Mac's Annual Meeting of Stockholders held on May 19, 2022 (under Item 5.07). The purpose of this Amendment is to amend and restate Item 5.07 in the Original 8-K in its entirety to correct the stockholder vote totals to reflect votes that were received before the Annual Meeting but not included in the initial reported voting results. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original 8-K, and this Amendment should be read in conjunction with the Original 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 19, 2022, Farmer Mac held its Annual Meeting of Stockholders. At that meeting, the holders of Farmer Mac’s voting common stock: (1) elected all ten of the nominees for director on the ballot and identified in Farmer Mac’s Proxy Statement previously filed on April 21, 2022 (“Proxy Statement”); (2) ratified the selection of PricewaterhouseCoopers LLP as Farmer Mac’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and (3) approved an advisory proposal approving the compensation of Farmer Mac’s named executive officers as described in the Proxy Statement.
Election of Directors
Farmer Mac’s federal charter provides that five directors are elected annually by a plurality of the votes of the holders of Class A Voting Common Stock and five directors are elected annually by a plurality of the votes of the holders of Class B Voting Common Stock. Listed below are the final results for the election of directors (by class, with cumulative voting):
Class A Stockholders
Nominee | Number of Votes For | Broker Non-Votes | ||||||
Dennis L. Brack | 507,960 | 66,217 | ||||||
James R. Engebretsen | 584,949 | 66,217 | ||||||
Mitchell A. Johnson | 583,381 | 66,217 | ||||||
Eric T. McKissack | 507,560 | 66,217 | ||||||
Todd P. Ware | 915,210 | 66,217 | ||||||
Class B Stockholders
Nominee | Number of Votes For | Broker Non-Votes | ||||||
Richard H. Davidson | 589,226 | None | ||||||
Everett M. Dobrinski | 589,114 | None | ||||||
Amy H. Gales | 589,114 | None | ||||||
Robert G. Sexton | 85,174 | None | ||||||
Roy H. Tiarks | 589,227 | None | ||||||
Based on these voting results, the following individuals were elected to serve as directors of Farmer Mac for one-year terms until Farmer Mac’s next Annual Meeting of Stockholders: Dennis L. Brack, Richard H. Davidson, Everett M. Dobrinski, James R. Engebretsen, Amy H. Gales, Mitchell A. Johnson, Eric T. McKissack, Robert G. Sexton, Roy H. Tiarks, and Todd P. Ware.
In addition to the ten directors elected at the Annual Meeting of Stockholders on May 19, 2022, the following directors appointed by the President of the United States continue to serve as directors of Farmer Mac: Lowell L. Junkins
(Board Chair), LaJuana S. Wilcher (Board Vice Chair), Chester J. Culver, Sara L. Faivre, and Charles A. Stones. Those five directors have no specified term and serve at the pleasure of the President of the United States.
Ratification of Selection of PricewaterhouseCoopers LLP as Farmer Mac’s Independent Registered Public Accounting Firm for 2022
Farmer Mac’s By-Laws provide that the Audit Committee’s selection of accountants shall be made annually in advance of the Annual Meeting of Stockholders and shall be submitted for ratification or rejection at such meeting. Farmer Mac’s Audit Committee previously selected PricewaterhouseCoopers LLP as Farmer Mac’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Listed below are the final results for the stockholder vote on the ratification of that selection (Class A votes and Class B votes combined):
Number of Votes | |||||
For | 1,222,186 | ||||
Against | 300 | ||||
Abstain | 751 | ||||
Broker Non-Votes | None | ||||
Advisory Vote to Approve Compensation of Farmer Mac's Named Executive Officers (“Say-on-Pay”)
Listed below are the final results for the stockholder Say-on-Pay advisory vote (Class A votes and Class B votes combined):
Number of Votes | |||||
For | 1,050,949 | ||||
Against | 4,188 | ||||
Abstain | 101,883 | ||||
Broker Non-Votes | 66,217 | ||||
Farmer Mac intends to hold future advisory Say-on-Pay votes every year. Farmer Mac’s Board may re-evaluate this determination after the next stockholder vote on the frequency of Say-on-Pay votes.
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 thereunto duly authorized.
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
By: /s/ Stephen P. Mullery
Name: Stephen P. Mullery
Title: Executive Vice President – General Counsel
Dated: June 2, 2022