Document


As Filed with the Securities and Exchange Commission on January 27, 2017


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 27, 2017

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 Monsanto Company’s 2017 Annual Meeting on January 27, 2017, of the 438,484,396 shares outstanding and entitled to vote, 359,213,533 shares were represented, constituting a 81.92% quorum. Each matter was determined by a majority of votes cast, except Item No. 4, for which the frequency receiving the greatest number of votes is considered the frequency recommended by shareowners.

The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:

Item No. 1:
ELECTION OF DIRECTORS

All of the board’s nominees for director were elected to serve until the Company’s 2018 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

 
Votes Cast For
Votes Cast Against
 
 
Nominee
Number
% of Votes Cast
Number
% of Votes Cast
Abstain
Broker Non-Votes
Dwight M. "Mitch" Barns
323,913,359
99.61%
1,276,104
0.39%
548,701
33,475,369
Gregory H. Boyce
323,855,322
99.58%
1,351,751
0.42%
531,091
33,475,369
David L. Chicoine, Ph.D
323,947,593
99.60%
1,295,310
0.40%
495,261
33,475,369
Janice L. Fields
319,416,881
98.21%
5,834,299
1.79%
486,984
33,475,369
Hugh Grant
314,590,639
97.37%
8,485,479
2.63%
2,662,046
33,475,369
Arthur H. Harper
323,334,008
99.43%
1,866,377
0.57%
537,779
33,475,369
Laura K. Ipsen
324,168,701
99.67%
1,079,547
0.33%
489,916
33,475,369
Marcos M. Lutz
315,147,903
96.90%
10,068,013
3.10%
522,248
33,475,369
C. Steven McMillan
313,675,094
96.83%
10,278,536
3.17%
1,784,534
33,475,369
Jon R. Moeller
319,966,052
98.39%
5,238,564
1.61%
533,548
33,475,369
George H. Poste, Ph.D., D.V.M.
323,096,634
99.40%
1,944,334
0.60%
697,196
33,475,369
Robert J. Stevens
288,644,256
89.10%
35,321,691
10.90%
1,772,217
33,475,369
Patricia Verduin, Ph.D.
324,159,597
99.66%
1,100,889
0.34%
477,678
33,475,369

Item No. 2:
RATIFICATION OF AUDITORS

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2017 was ratified by the shareowners, by the votes set forth in the table below:

Votes Cast For
Votes Cast Against
 
 
Number
% of Votes Cast
Number
% of Votes Cast
Abstain
Broker Non-Votes
356,136,128
99.32%
2,453,396
0.68%
624,009
—



2



Item No. 3:
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

The shareowners approved, on an advisory (non-binding) basis, executive compensation, by the votes set forth in the table below:

Votes Cast For
Votes Cast Against
 
 
Number
% of Votes Cast
Number
% of Votes Cast
Abstain
Broker Non-Votes
310,162,203
95.49%
14,640,768
4.51%
935,193
33,475,369


Item No. 4:
ADVISORY APPROVAL ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION
The shareowners recommended, on an advisory (non-binding) basis, continuing to hold an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth in the table below:
Votes Cast For 1 Year
Votes Cast for 2 Years
Votes Cast for 3 Years
 
 
Number
% of Votes Cast
Number
% of Votes Cast
Number
% of Votes Cast
Abstain
Broker Non-Votes
299,216,933
92.19%
586,727
0.18%
24,770,790
7.63%
1,163,714
33,475,369

Item No. 5:
APPROVAL OF PERFORMANCE GOALS UNDER, AND AMENDMENT TO, THE LONG-TERM INCENTIVE PLAN

The shareowners approved the performance goals under, and an amendment to, the Long-Term Incentive Plan by the votes set forth in the table below:

Votes Cast For
Votes Cast Against
 
 
Number
% of Votes Cast
Number
% of Votes Cast
Abstain
Broker Non-Votes
316,079,004
97.27%
8,857,422
2.73%
801,738
33,475,369


Item No.6:
SHAREOWNER PROPOSAL: LOBBYING REPORT

The shareowners did not approve the shareowner proposal presented at the meeting requesting a lobbying report, as evidenced by the votes set forth in the table below:

Votes Cast For
Votes Cast Against
 
 
Number
% of Votes Cast
Number
% of Votes Cast
Abstain
Broker Non-Votes
86,953,896
28.26%
220,750,672
71.74%
18,033,596
33,475,369

3




Item No. 7:
SHAREOWNER PROPOSAL: GLYPHOSATE REPORT

The shareowners did not approve the shareowner proposal presented at the meeting requesting a glyphosate report, as evidenced by the votes set forth in the table below:

Votes Cast For
Votes Cast Against
 
 
Number
% of Votes Cast
Number
% of Votes Cast
Abstain
Broker Non-Votes
16,722,416
5.50%
287,487,482
94.50%
21,528,266
33,475,369




4


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:  January 27, 2017

 
MONSANTO COMPANY
 
 
 
 
 
By:     /s/ Jennifer L. Woods
 
Name:  Jennifer L. Woods
 
Title:    Assistant Secretary



5