form8k.htm
 
 

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):  January 24, 2012

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)
_________________________________

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:

[   ]
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 5.07
Submission of Matters to a Vote of Security Holders.

At the Company’s 2012 Annual Meeting on January 24, 2012, of the 535,345,158 shares outstanding and entitled to vote, 451,964,521 shares were represented, constituting a 84.42% quorum.  The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:

Item No. 1:
All of the board’s nominees for director were elected to serve until the Company’s 2015 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

Nominee
For
Against
Abstain
Broker Non-Votes
Janice L. Fields
406,934,225
2,093,659
1,729,400
41,207,237
Hugh Grant
398,396,222
10,764,495
1,596,567
41,207,237
C. Steven McMillan
368,974,598
39,675,778
2,106,908
41,207,237
Robert J. Stevens
373,133,256
35,622,045
2,001,983
41,207,237


Item No. 2:
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2012 was ratified by the shareowners, by the votes set forth in the table below:


For
Against
Abstain
Broker Non-Votes
444,356,222
5,846,574
1,761,725
0


Item No. 3:
The shareowners approved, on an advisory (non-binding) basis, executive compensation, by the votes set forth in the table below:


For
Against
Abstain
Broker Non-Votes
347,939,955
54,185,870
8,631,459
41,207,237


Item No. 4:
The Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of January 24, 2012) was approved by the shareowners, by the votes set forth in the table below:

For
Against
Abstain
Broker Non-Votes
350,595,599
58,103,204
2,058,481
41,207,237


Item No.5:
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:

For
Against
Abstain
Broker Non-Votes
20,674,203
340,636,535
49,446,546
41,207,237



 
 
 

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



Dated:  January 24, 2012
By:
/s/ Jennifer L. Woods
  
Name:           Jennifer L. Woods
Title:           Assistant Secretary