Monsanto Company (NYSE:MON) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
|
Submission of Matters to a Vote of Security Holders. |
On December13, 2016, Monsanto Company (the Company) held a
special meeting of shareowners (the Special Meeting) to consider
certain proposals related to the Agreement and Plan of Merger
(the Merger Agreement), dated as of September14, 2016, by and
among Bayer Aktiengesellschaft (Bayer), KWA Investment Co.(Merger
Sub) and the Company, which provides, among other things and
subject to the terms and conditions set forth therein, that
Merger Sub will be merged with and into the Company (the Merger),
with the Company continuing as the surviving corporation and as a
wholly owned subsidiary of Bayer.
As of November7, 2016, the record date for the Special Meeting,
there were 438,176,196 shares of the Companys common stock, par
value $0.01 per share (the Common Stock), outstanding, each of
which was entitled to one vote for each proposal at the Special
Meeting. At the Special Meeting, a total of 331,183,555 shares of
Common Stock, representing approximately 75.58% of the
outstanding shares entitled to vote, were present in person or by
proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
| (1) | The adoption of the Merger Agreement; |
| (2) |
The approval, on an advisory (non-binding) basis, of certain compensation that may be paid or become payable to the Companys named executive officers in connection with the Merger; and |
| (3) |
The approval of the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum. |
Each of the three proposals was approved by the requisite vote of
the Companys shareowners. The final voting results for each
proposal are described below. For more information on each of
these proposals, see the Companys definitive proxy statement
filed with the U.S. Securities and Exchange Commission on
November10, 2016.
| 1. | Proposal to adopt the Merger Agreement: |
| Votes Cast For | Votes Cast Against | |||||||||||||||
|
Number |
% of Votes Outstanding | Number | % of Votes Outstanding | Abstain | Broker Non-Votes | |||||||||||
| 327,186,652 | 74.67% | 3,190,094 | 0.73% | 806,809 |
| 2. |
Proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Companys named executive officers in connection with the Merger: |
| Votes Cast For | Votes Cast Against | |||||||||||||||
|
Number |
%ofVotesCast | Number | %ofVotesCast | Abstain | Broker Non-Votes | |||||||||||
| 317,439,830 | 96.23% | 12,440,328 | 3.77% | 1,303,397 |
| 3. |
Proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum: |
| Votes Cast For | Votes Cast Against | |||||||||||||||
|
Number |
%ofVotesCast | Number | %ofVotesCast | Abstain | Broker Non-Votes | |||||||||||
| 299,895,313 | 90.77% | 30,506,267 | 9.23% | 781,975 |
| Item8.01 | Other Events. |
On December13, 2016, the Company issued a press release regarding
shareowner approval of the Merger Agreement and certain related
matters. A copy of the press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated herein by
reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit |
Description of Document |
|
| 99.1 | Press Release of Monsanto Company dated December13, 2016 |
About Monsanto Company (NYSE:MON)
Monsanto Company (Monsanto), along with its subsidiaries, is a provider of agricultural products for farmers. The Company provides seeds, biotechnology trait products, herbicides and precision agriculture tools to farmers. The Company operates through two segments: Seeds and Genomics, and Agricultural Productivity. Through its Seeds and Genomics segment, the Company produces seed brands, including DEKALB, Asgrow, Deltapine, Seminis and De Ruiter, and it develops biotechnology traits that assist farmers in controlling insects and weeds and precision agriculture to assist farmers in decision-making. It offers products, such as Germplasm and Biotechnology traits. Through its Agricultural Productivity segment, the Company manufactures Roundup brand herbicides and other herbicides and provides lawn-and-garden herbicide products for the residential market. Monsanto Company (NYSE:MON) Recent Trading Information
Monsanto Company (NYSE:MON) closed its last trading session down -0.25 at 104.27 with 2,476,402 shares trading hands.
