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EX-99 - FEDERAL AGRICULTURAL MORTGAGE CORP | v198022_ex99.htm |
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): September 30,
2010
FEDERAL
AGRICULTURAL MORTGAGE CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Federally
chartered instrumentality
of
the United States
|
001-14951
|
52-1578738
|
||
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification No.)
|
||
1133
Twenty-First Street, N.W., Suite 600, Washington D.C.
|
20036
|
|
(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):
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))
|
Section
5 – Corporate Governance and Management.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) On
September 30, 2010, Sara L. Faivre-Davis of Cameron, Texas and Myles Watts of
Bozeman, Montana became members of the Board of Directors (“Board”) of the
Federal Agricultural Mortgage Corporation (“Farmer Mac”). At the same
time, Lowell L. Junkins of Des Moines, Iowa, already a member of Farmer Mac’s
Board and Acting Chairman, became Chairman of the Board of Farmer
Mac. Mr. Junkins, Dr. Faivre-Davis, and Dr. Watts were previously
nominated by President Obama, confirmed by the United States Senate on September
23, 2010, and took the oaths of office for their new positions on September 30,
2010.
Dr.
Faivre-Davis and Dr. Watts join Mr. Junkins, Glen Klippenstein, and Julia
Bartling as members of the Board who have been appointed by the President of the
United States. Dr. Faivre-Davis assumes a seat on the Board that had
been vacant since September 2008 due to the resignation of a
Presidentially-appointed director. Dr. Watts replaces Grace Trujillo
Daniel on Farmer Mac’s Board. Pursuant to 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, holders of
Class A Voting Common Stock elect five directors, and holders of Class B Voting
Common Stock elect five directors.
Biographical
information about Mr. Junkins, Dr. Faivre-Davis, and Dr. Watts, as well as the
committees of the Farmer Mac Board to which each has been named, is included in
the press release attached to this report as Exhibit 99, which is incorporated
herein by reference.
As of
September 30, 2010, Farmer Mac had not engaged or participated in, or proposed
to engage or participate in, any transaction in which Mr. Junkins, Dr.
Faivre-Davis, or Dr. Watts was or is to be a participant and the amount involved
exceeds $120,000 and in which any of those individuals had or will have a direct
or indirect material interest.
Dr. Watts
and Dr. Faivre-Davis will be granted a pro-rated portion of the equity
compensation previously awarded to each member of the Board on
April 1, 2010 in the form of restricted stock. Beginning October 1,
2010, each of Dr. Faivre-Davis and Dr. Watts will also receive compensation as a
director of Farmer Mac in the form of an annual retainer of $20,000, payable
quarterly, and $1,000 per day (plus expenses) for each meeting of the Board and
each committee meeting attended. Farmer Mac’s director compensation
package is more fully described in “Compensation of Directors” in Farmer Mac’s
Proxy Statement filed with the Securities and Exchange Commission on April 29,
2010, which section is incorporated herein by reference. Mr. Junkins’
compensation as Acting Chairman of the Board is also described in that section
of Farmer Mac’s Proxy Statement, and he will not receive any additional
compensation from Farmer Mac as the result of his appointment as Chairman of the
Board.
Section
7 – Regulation FD
Item
7.01. Regulation FD Disclosure
On
September 30, 2010, Farmer Mac issued a press release to announce the
appointments of Dr. Watts and Dr. Faivre-Davis as new directors of Farmer Mac
and Mr. Junkins as Chairman of the Board of Farmer Mac. A copy of
that press release is attached to this report as Exhibit 99 and is incorporated
herein by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
(a)
|
Not
applicable.
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(b)
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Not
applicable.
|
(c)
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Not
applicable.
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(d)
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Exhibits:
|
|
99
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Press
release dated September 30, 2010.
|
2
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.
FEDERAL
AGRICULTURAL MORTGAGE CORPORATION
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|||||
By:
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/s/ Jerome G. Oslick
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||||
Name:
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Jerome
G. Oslick
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||||
Title:
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Senior
Vice President – General Counsel
|
Dated:
October
1, 2010
3