Federal Agricultural Mortgage Corp 8-K, filed Dec 23, 2020
Federal Agricultural Mortgage Corp (AGM)
8-K
2020-12-23
For: 2020-12-22
View Original
Added on
April 04, 2026
About this 8-K
Federal Agricultural Mortgage Corp filed this 8-K on December 23, 2020, reporting on events of December 22, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
Date of Report (Date of earliest event reported): December 22, 2020
(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 ☐
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.
(d) Election of Directors
Charles A. Stones of Topeka, Kansas became a member of the Board of Directors (“Board”) of the Federal Agricultural Mortgage Corporation (“Farmer Mac”) on December 22, 2020. Mr. Stones was nominated by President Trump on January 28, 2020, confirmed by the United States Senate on December 18, 2020, and took the oath of office for his new position on December 22, 2020.
Mr. Stones joins LaJuana S. Wilcher (Chair), Lowell L. Junkins (Vice Chair), Myles J. Watts, and Sara L. Faivre as members of the Board who have been appointed by the President of the United States. Mr. Stones replaces Bruce J. Sherrick on Farmer Mac’s Board, who had served since April 2012. Under Farmer Mac’s statutory charter, five of Farmer Mac’s fifteen directors are appointed by the President of the United States with the advice and consent of the U.S. Senate. Each year, holders of Farmer Mac’s Class A voting common stock elect five directors, and holders of Farmer Mac’s Class B voting common stock elect five directors. Mr. Stones will serve on the Board’s Audit Committee, Credit Risk Committee, and Strategy and Business Development Committee.
Mr. Stones, age 66, retired from the Kansas Bankers Association in 2019 after serving 15 years as President and 33 years overall, including roles as director of member relations, director of research, senior vice president, and head lobbyist. At the start of his career, he worked in the investment division of Fourth National Bank for seven years before joining the Kansas Bankers Association in 1986. Mr. Stones currently serves as a Trustee of the Kansas-Nebraska Southern Baptist Foundation and previously served on the boards of banking schools in Nebraska and Wisconsin. He graduated from Washburn University in Topeka, Kansas with a degree in Communications.
There are no arrangements or understandings between Mr. Stones and any other persons pursuant to which he was selected as a director of Farmer Mac. There are also no family relationships between Mr. Stones and any director or executive officer of Farmer Mac, and Mr. Stones has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S‑K.
As a member of the Board, Mr. Stones will receive a pro rata portion of the equity grant awarded to other members of the Board for 2020. Mr. Stones will also receive compensation as a director of Farmer Mac beginning on December 22, 2020 in the form of a pro-rated annual retainer payable quarterly, as described more fully in the “Compensation of Directors” section of Farmer Mac’s Proxy Statement filed with the Securities and Exchange Commission on April 6, 2020, which section is incorporated in this report by reference.
On December 23, 2020, Farmer Mac issued a press release to announce the appointment of Mr. Stones as a new director of Farmer Mac. A copy of that press release is attached to this report as Exhibit 99 and is incorporated in this report by reference. All references to www.farmermac.com in Exhibit 99 are inactive textual references only, and the information contained on Farmer Mac’s website is not incorporated by reference into this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99 | Press Release dated December 23, 2020 | ||||
| 104 | Cover Page Inline Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
Exhibit Index
| 99 | |||||
| 104 | Cover Page Inline Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
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: December 23, 2020
Farmer Mac Announces Charles A. Stones as
New Presidentially Appointed Director
WASHINGTON, December 23, 2020 – Federal Agricultural Mortgage Corporation (Farmer Mac; NYSE: AGM and AGM.A), the nation’s secondary market provider that increases the availability and affordability of credit for the benefit of rural America, today announced that Charles A. Stones of Topeka, Kansas, has been sworn in as the newest member of the company’s board of directors. Mr. Stones was confirmed by the United States Senate on December 18, 2020 after being nominated for the position by President Trump earlier in the year. Mr. Stones replaces Bruce J. Sherrick of Champaign, Illinois on Farmer Mac’s board.
Mr. Stones brings significant experience with agricultural credit policy, government relations, marketing, strategic planning, and organizational management. He worked closely with agricultural and rural lenders during his 33 years with the Kansas Bankers Association, including 15 years as president until his retirement in 2019. Prior to his long tenure at the Kansas Bankers Association, Mr. Stones worked in the investment division of Fourth National Bank in Kansas. He currently serves as a trustee of the Kansas–Nebraska Southern Baptist Foundation and has previously served on the boards of banking schools in Nebraska and Wisconsin. Mr. Stones graduated from Washburn University in Topeka, Kansas with a degree in Communications.
Upon his official swearing in, Board Chair LaJuana S. Wilcher said, “We welcome Chuck to Farmer Mac’s board of directors. Throughout Chuck’s career, he has passionately advocated for the communities that Farmer Mac so proudly serves. His knowledge of the financial services industry and prior experience will complement our other board members’ experience and insight as we remain focused on our mission from a position of financial strength.” Chair Wilcher continued, “We also offer our sincere gratitude to Bruce for his significant contributions and dedication to Farmer Mac during his eight years of service on the board.”
“I know that Farmer Mac’s mission to deliver the capital that rural America deserves is crucial, especially during today’s challenging times,” Mr. Stones said. “It was a great honor to be confirmed for this position. Serving on Farmer Mac’s board is an opportunity to bring my experience to the boardroom to help support a strong and vital rural America. I look forward to working with the other board members to further Farmer Mac’s important mission of serving farmers, ranchers, and rural communities.”
Five members of Farmer Mac’s board, now including Mr. Stones, are appointed by the President of the United States with the advice and consent of the United States Senate. Ten additional board members are elected each year by stockholders—five by holders of Class A Voting Common Stock that may be owned only by financial institutions (NYSE: AGM.A), and five by holders of Class B Voting Common Stock
that may be owned only by Farm Credit System institutions (not listed on any exchange). One of the Class A elected board seats is currently vacant due to the death of W. David Hemingway last month.
About Farmer Mac
Farmer Mac is a vital part of the agricultural credit markets and was created to increase access to and reduce the cost of capital for the benefit of American agricultural and rural communities. As the nation's secondary market for agricultural credit, we provide financial solutions to a broad spectrum of the agricultural community, including agricultural lenders, agribusinesses, and other institutions that can benefit from access to flexible, low-cost financing and risk management tools. Farmer Mac's customers benefit from our low cost of funds, low overhead costs, and high operational efficiency. Additional information about Farmer Mac is available on Farmer Mac's website at www.farmermac.com.
CONTACT: Jalpa Nazareth, Investor Relations
Megan Murray-Pelaez, Media Inquiries
(202) 872-7700
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