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): September 24, 2003
MONSANTO COMPANY
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-16167 43-1878297
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
800 North Lindbergh Boulevard
St. Louis, Missouri 63167
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 694-1000
ITEM 5. OTHER EVENTS.
On September 24, 2003, Monsanto Company (the "Company") issued a press
release announcing a quarterly dividend and setting the date of the 2004 annual
meeting of shareowners ("2004 Annual Meeting"). A copy of the press release is
filed as Exhibit 99 to this report and incorporated by reference herein.
As a result of the Company's change to an August 31 fiscal year, the annual
meeting of shareowners of the Company will be held on January 29, 2004, which is
more than 30 calendar days prior to the anniversary of the Company's 2003 annual
meeting. Holders of the Company's common stock as of December 1, 2003 will be
entitled to receive notice of and to vote at the 2004 Annual Meeting. The
Company expects to begin to print and mail its proxy materials on or before
December 12, 2003. As a result, the deadlines for submission of shareowner
proposals relating to the 2004 Annual Meeting have changed from the dates
specified in the 2003 proxy statement.
Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended,
shareowner proposals for the 2004 Annual Meeting must be received at a
reasonable time before the Company begins to print and mail its proxy materials.
Accordingly, the Company has established November 6, 2003 as a deadline for
receipt by the Company at its principal executive offices of shareowner
proposals that are intended to be presented by such shareowners at the Company's
2004 Annual Meeting and that shareowners desire to have included in the
Company's proxy materials relating to such meeting. Upon timely receipt of any
such proposal, the Company will determine whether or not to include such
proposal in the proxy statement and proxy in accordance with applicable
regulations governing the solicitation of proxies.
If a shareowner wishes to present a proposal at the 2004 Annual Meeting or
to nominate one or more directors and the proposal is not intended to be
included in the Company's proxy statement relating to that meeting, the
shareowner must give advance written notice to the Company prior to the deadline
for such meeting determined in accordance with the Company's Amended and
Restated By-Laws (the "By-Laws"). In general, the By-Laws provide that such
notice should be addressed to the Secretary and be received at the Company's
Creve Coeur Campus no earlier than the 120th day prior to the 2004 Annual
Meeting and no later than the close of business on the later of the 90th day
prior to the 2004 Annual Meeting or the tenth day following the day on which
public announcement of the date of the annual meeting is first made.
Accordingly, for purposes of the Company's 2004 Annual Meeting, such notice must
be received not later than October 31, 2003 and not earlier than October 1,
2003. These time limits also apply in determining whether notice is timely for
purposes of rules adopted by the SEC relating to the exercise of discretionary
voting authority. The By-Laws set out specific requirements that such written
notices must satisfy. Any shareowner filing a written notice of nomination for
director must describe various matters regarding the nominee and the shareowner,
including such information as name, address, occupation and shares held. Any
shareowner filing a notice to bring other business before a shareowner meeting
must include in such notice, among other things, a brief description of the
proposed business and the reasons therefor, and other specified matters. Copies
of those requirements will be forwarded to any shareowner upon written request.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99 Press Release, dated September 24, 2003, issued by Monsanto Company
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SIGNATURE
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.
Dated: September 24, 2003
MONSANTO COMPANY
By: /s/ Nancy E. Hamilton
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Name: Nancy E. Hamilton
Assistant Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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99 Press Release, dated September 24, 2003, issued by Monsanto Company
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