As Filed with the Securities and Exchange Commission on August 5, 2005
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): Aug. 5, 2005 (Aug. 1, 2005)
MONSANTO COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16167 43-1878297
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
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 obligations under any of the following
provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d.-2(b))
[ ] Pre-commencement communications pursuant to Rule 13a-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On Aug. 1, 2005, Monsanto Company's People and Compensation Committee
approved the Monsanto Company Fiscal Year 2006 Annual Incentive Plan (the "2006
Plan"). The 2006 Plan covers the performance period September 1, 2005 through
August 31, 2006. Eligibility includes regular employees who do not participate
in a local sales or manufacturing annual incentive plan. Funding of the 2006
Plan is determined by the Company's attainment of certain financial goals
related to sales growth (10% weighting), earnings per share (50% weighting) and
cash flow (40% weighting) and the determination by the People and Compensation
Committee that such attainment satisfies certain subjective performance criteria
as determined by the Committee. Various performance levels are approved by the
People and Compensation Committee with a payout level (as a percentage of target
annual incentive opportunity) associated with each level of performance as
follows: (i) threshold, 35%, (ii) budget, 100%, and (iii) outstanding, 200%. The
incentive pool will be funded at no less than 20% of budget level funding in the
event the Company pays dividends with respect to each of its financial quarters
ending during the performance period.
A summary of the 2006 Plan can be found in Exhibit 10 filed herewith
and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following document is filed as an exhibit to this report:
Exhibit 10 Fiscal Year 2006 Annual Incentive Plan Summary, as approved
by the People and Compensation Committee of the Board of
Directors on August 1, 2005.
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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: August 5, 2005
MONSANTO COMPANY
By: /s/ Christopher A. Martin
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Name: Christopher A. Martin
Title: Assistant Secretary
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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10 Fiscal Year 2006 Annual Incentive Plan Summary, as
approved by the People and Compensation Committee of
the Board of Directors on August 1, 2005.
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