form8kchicoine.htm
As Filed
with the Securities and Exchange Commission on April 20,
2009
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): April 20, 2009 (April 14,
2009)
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)
_________________________________
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):
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[ ]
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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 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On April 14, 2009, Monsanto Company’s
Board of Directors elected David L. Chicoine, Ph.D. to the Board of Directors
and appointed Dr. Chicoine to its Public Policy and Corporate Responsibility
Committee and its Science and Technology Committee. In addition, the
Board determined that Dr. Chicoine is independent under the New York Stock
Exchange Listing Standards and the categorical independence standards of the
Board of Directors’ Charter and Corporate Governance Guidelines.
Dr. Chicoine is the President of South
Dakota State University (“SDSU”), which he joined in 2007. He is also
a nationally recognized economist, specializing in public finance, taxation and
rural economies.
Dr. Chicoine will be entitled to
receive the same compensation for service as a director as is provided to other
directors of the Company under the Non-Employee Director Equity Incentive
Compensation Plan (the “Plan”). Under the Plan, each non-employee director
receives an annual base retainer having a value of
$195,000. Additional annual retainers are paid as follows: (i)
$25,000 to each of the chair of the Audit and Finance Committee, the chair of
the People and Compensation Committee and the chair of the Nominating and
Corporate Governance Committee; (ii) $15,000 to each of the chair of the Public
Policy and Corporate Responsibility Committee and the Science and Technology
Committee; and (iii) $10,000 to each member of the Audit and Finance Committee
(other than the chair of that Committee). Half of the aggregate
retainer for each director is payable in deferred common stock, and the
remainder is payable, at the election of each director, in the form of
restricted common stock, deferred common stock, current cash and/or deferred
cash. The Plan also provides that each non-employee director will
receive a grant of restricted stock upon commencement of service as a member of
the Board of Directors equal to the annual base retainer divided by the closing
price of a share of the Company’s common stock on the commencement
date.
In the
ordinary course of its business, the Company has engaged in certain
transactions with SDSU that were, or may be, related person transactions with
respect to Dr. Chicoine. These transactions included payments by the
Company to SDSU for services (of which approximately $48,000 was paid during
fiscal year 2008 and approximately $6,000 has been paid during fiscal year 2009
to-date), and payments by SDSU to the Company, for licenses, services and goods
(of which approximately $203,000 was paid during fiscal year 2008 and
approximately $13,000 has been paid during fiscal year 2009 to-date), as well as
research grants by the Company to SDSU (of which approximately $145,000 was
donated during fiscal 2008 and approximately $222,000 was donated during fiscal
year 2009 to-date).
A press
release announcing the appointment of Dr. Chicoine as a director, as described
above, is attached hereto as Exhibit 99.
ITEM
9.01 Financial
Statements and Exhibits
(d) Exhibits. The
following document is filed as an exhibit to this report:
Exhibit
99 Press
Release dated April 15, 2009
________________________
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.
Dated: April
20, 2009
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MONSANTO
COMPANY
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By:
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/s/
Jennifer L.
Woods
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Name:
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Jennifer
L. Woods
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Title:
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Assistant
Secretary
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EXHIBIT
INDEX
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Exhibit Number
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Description of Exhibit
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99
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Press
Release dated April 15,
2009
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