UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 31, 2013
MONSANTO COMPANY
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-16167
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43-1878297
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State of Incorporation
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(Commission File Number)
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(IRS Employer Identification No.)
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800 North Lindbergh Boulevard
St. Louis, Missouri 63167
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 694-1000
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13a-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Company’s 2013 Annual Meeting on January 31, 2013, of the 534,960,050 shares outstanding and entitled to vote, 464,196,435 shares were represented, constituting a 86.77% quorum. Each matter was determined by a majority of votes cast, except that approval of the amendment to the amended and restated certificate of incorporation required the affirmative vote of 70% of the outstanding shares entitled to vote.
The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:
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Item No. 1:
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ELECTION OF DIRECTORS
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All of the board’s nominees for director were elected to serve until the Company’s 2016 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:
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Votes Cast For
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Votes Cast Against
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Nominee
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Number
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% of Votes Cast
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Number
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% of Votes Cast
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Abstain
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Broker Non-Votes
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David L. Chicoine, Ph.D.
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423,990,047
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99.21%
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3,350,257
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.78%
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1,157,010
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35,699,121
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Arthur H. Harper
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421,840,316
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98.98%
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4,307,103
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1.01%
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2,349,895
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35,699,121
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Gwendolyn S. King
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420,226,343
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98.34%
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7,088,071
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1.65%
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1,182,900
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35,699,121
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Jon R. Moeller
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422,191,413
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99.07%
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3,946,058
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.92%
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2,359,843
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35,699,121
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Item No. 2:
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RATIFICATION OF AUDITORS
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The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2013 was ratified by the shareowners, by the votes set forth in the table below:
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Votes Cast For
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Votes Cast Against
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Number
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% of Votes Cast
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Number
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% of Votes Cast
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Abstain
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Broker Non-Votes
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456,567,691
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98.62%
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6,350,074
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1.37%
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1,278,670
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0
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Item No. 3:
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ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
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The shareowners approved, on an advisory (non-binding) basis, executive compensation, by the votes set forth in the table below:
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Votes Cast For
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Votes Cast Against
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Number
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% of Votes Cast
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Number
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% of Votes Cast
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Abstain
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Broker Non-Votes
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407,310,591
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95.82%
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17,766,682
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4.17%
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3,420,041
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35,699,121
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Item No. 4:
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AMENDMENT TO CERTIFICATE OF INCORPORATION
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The amendment to the Amended and Restated Certificate of Incorporation of Monsanto Company to declassify the Board of Directors was approved by the shareowners, by the votes set forth in the table below:
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Votes Cast For
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Votes Cast Against
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Number
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% of Outstanding Shares
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Number
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% of Outstanding Shares
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Abstain
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Broker Non-Votes
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425,298,251
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79.50%
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1,877,055
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.35%
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1,322,008
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35,699,121
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Item No.5:
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SHAREOWNER PROPOSAL REQUEST A REPORT ON GMO MATTERS
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The shareowners did not approve the shareowner proposal presented at the meeting requesting a report on certain matters related to GMO products, as evidenced by the votes set forth in the table below:
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Votes Cast For
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Votes Cast Against
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Number
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% of Votes Cast
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Number
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% of Votes Cast
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Abstain
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Broker Non-Votes
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29,045,311
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7.62%
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352,042,797
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92.37%
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47,409,206
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35,699,121
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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.
MONSANTO COMPANY
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Dated: January 31, 2013
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By: /s/ Jennifer L. Woods |
Name: Jennifer L. Woods
Title: Assistant Secretary