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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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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·
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Implement the phase-in of annual director elections, in accordance with an amendment to the Company’s Articles of Incorporation, which was approved by shareowners at the Company’s January 2013 annual meeting (Sections 11, 16, 17 and 24);
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Provide flexibility (i) with respect to adjournment or reconvening of shareowner meetings (Sections 3, 5 and 10), (ii) to permit the Board to act other than by formal resolution with respect to certain matters (Sections 5, 6, 18, 28, 30 and 62), (iii) upon acceptance of the resignation of a director who has not received a majority vote (Section 11); (iv) with respect to the procedures for nomination of director candidates (Section 8); and (v) to notify directors of Board meetings through an electronic board portal (Section 20);
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With respect to shareowner meetings, clarify the chairman’s authority regarding the conduct of meetings and reconvening adjourned meetings, and provide more detail regarding the requirements for representation by proxy and for voting (Sections 10, 11 and 14); and
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Clarify duties of the Company’s officers (Sections 34, 40, 43, 46, 48, 50 and 51).
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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 No.
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Description of Exhibit
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3.2(i)
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Monsanto Company Bylaws, as amended and restated effective April 16, 2013
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3.2(ii)
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Monsanto Company Bylaws, marked to show amendments effective as of April 16, 2013
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