Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

___________________________
 
FORM 8-K
  
Current Report
Dated April 25, 2019

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 25, 2019, the Board of Directors of AGCO Corporation (the “Company”) elected Sondra Barbour as a member of its Board of Directors, effective April 25, 2019. Also, Ms. Barbour was appointed to the Company’s Audit and Compensation Committees. Her term will expire at the 2020 annual meeting of stockholders. A press release announcing this election is attached hereto as Exhibit 99.1.
Item 5.03.
Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.
On April 25, 2019, the Company’s Board of Directors approved an amendment to the Company’s By-laws that increased the maximum number of Directors from ten to eleven. A copy of the Amended and Restated By-laws is attached hereto as Exhibit 3.1. 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
The Company’s annual meeting of stockholders was held on April 25, 2019. 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 2020 or until their successors have been duly elected and qualified. The nominees, Messrs. Armes, Arnold, Benson, Deml, Minnich, Richenhagen, Shaheen and Visser and Mses. Clark and Srinivasan were elected to the Company’s Board of Directors. The results follow:
Nominee
 
For
 
Against
 
Abstain
Roy V. Armes
 
65,547,563
 
1,188,966
 
32,007
Michael C. Arnold
 
66,287,356
 
449,173
 
32,007
P. George Benson
 
62,201,282
 
4,534,473
 
32,781
Suzanne P. Clark
 
65,451,738
 
1,180,606
 
136,192
Wolfgang Deml
 
64,781,643
 
1,952,571
 
34,322
George E. Minnich
 
64,901,852
 
1,837,188
 
29,496
Martin H. Richenhagen
 
63,513,341
 
3,227,086
 
28,109
Gerald L. Shaheen
 
62,467,962
 
4,272,461
 
28,113
Mallika Srinivasan
 
64,962,005
 
1,721,713
 
84,818
Hendrikus Visser
 
64,551,218
 
2,189,453
 
27,865

In addition to the votes reported above, there were 2,877,555 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
21,342,009
 
43,182,593
 
2,243,934
    
In addition to the votes reported above, there were 2,877,555 broker non-votes for this proposal.

(3)
To ratify the appointment of the Company’s independent registered public accounting firm for 2019. The results follow:
For
 
Against
 
Abstain
68,935,403
 
676,186
 
34,502






Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
 
Description
 
 
 
 
 










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: April 26, 2019