8-K


As Filed with the Securities and Exchange Commission on January 29, 2016


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 29, 2016

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 2016 Annual Meeting on January 29, 2016, of the 440,267,001 shares outstanding and entitled to vote, 378,499,943 shares were represented, constituting a 85.97% quorum. Each matter was determined by a majority of votes cast.

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 2017 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
Gregory H. Boyce
347,991,532
99.73%
917,289
0.26%
1,796,192
27,794,930
David L. Chicoine, Ph.D
348,050,295
99.74%
876,357
0.25%
1,778,361
27,794,930
Janice L. Fields
347,958,694
99.72%
973,674
0.27%
1,772,645
27,794,930
Hugh Grant
336,855,324
96.87%
10,883,383
3.12%
2,966,306
27,794,930
Arthur H. Harper
348,005,659
99.73%
938,597
0.26%
1,760,757
27,794,930
Laura K. Ipsen
348,059,251
99.75%
859,602
0.24%
1,786,160
27,794,930
Marcos M. Lutz
343,548,750
98.46%
5,369,151
1.53%
1,787,112
27,794,930
C. Steven McMillan
345,358,739
99.13%
2,998,846
0.86%
2,347,428
27,794,930
Jon R. Moeller
348,076,828
99.76%
836,051
0.23%
1,792,134
27,794,930
William U. Parfet
344,076,636
98.76%
4,318,081
1.23%
2,310,296
27,794,930
George H. Poste, Ph.D., D.V.M.
347,681,796
99.64%
1,229,095
0.35%
1,794,122
27,794,930
Robert J. Stevens
345,340,034
99.13%
3,024,355
0.86%
2,340,624
27,794,930
Patricia Verduin, Ph.D.
348,076,438
99.75%
851,017
0.24%
1,777,558
27,794,930

Item No. 2:
RATIFICATION OF AUDITORS

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2016 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
373,997,614
99.29%
2,667,017
0.70%
1,835,312
—



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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
336,462,838
96.73%
11,349,216
3.26%
2,892,959
27,794,930

Item No. 4:
CODE SECTION 162(m) ANNUAL INCENTIVE PLAN APPROVAL

The shareowners approved the material terms of the performance goal and a change to the maximum award used for determining awards to certain executive officers 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
343,243,608
98.47%
5,310,808
1.52%
2,150,597
27,794,930

Item No. 5:
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
17,201,645
5.33%
305,498,211
94.66%
28,005,157
27,794,930


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
68,161,390
20.81%
259,327,606
79.18%
23,216,017
27,794,930

Item No.7:
SHAREOWNER PROPOSAL: INDEPENDENT BOARD CHAIRMAN

The shareowners did not approve the shareowner proposal presented at the meeting requesting an independent board chairman, 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
51,894,457
14.89%
296,516,578
85.10%
2,293,978
27,794,930

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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 29, 2016

 
MONSANTO COMPANY
 
 
 
 
 
By:     /s/ Michelle Bushore
 
Name:  Michelle Bushore
 
Title:    Assistant Secretary



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