Unassociated Document
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): June 2, 2010
 
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 

Federally chartered instrumentality
of the United States
  
001-14951
  
52-1578738
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer Identification No.)
 
1133 Twenty-First Street, N.W., Suite 600, Washington D.C.
  
20036
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code (202) 872-7700

No change
(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 (see General Instruction A.2. below):
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 2, 2010, the Board of Directors of the Federal Agricultural Mortgage Corporation (“Farmer Mac”) amended its By-Laws to (i) allow for interests of shareholders to be evidenced by uncertificated shares held in book-entry format through a transfer agent or registrar, and (ii) to allow for the appointment by the Board of Directors of executive officers of Farmer Mac, including the President and one or more Executive and/or Senior Vice Presidents, and for the appointment by the President of other officers determined to be appropriate, including one or more Vice Presidents.  Previously, Farmer Mac’s By-Laws only permitted officers to be appointed by the Board of Directors.  Appointment of the executive officer positions of Treasurer, Controller and Secretary of Farmer Mac remains within the exclusive power of the Board of Directors.

The text of the amendments to Farmer Mac’s By-Laws is attached to this report as Exhibit 3.

Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
  (a) 
Farmer Mac’s Annual Meeting of Stockholders was held on June 3, 2010. 
     
 
(b)
In addition to the ten directors elected at the Annual Meeting of Stockholders on June 3, 2010 as described below, the following directors appointed by the President of the United States continue to serve as directors of Farmer Mac:

Lowell L. Junkins (Acting Chairman)
Julia Bartling
Grace T. Daniel
Glen O. Klippenstein

Listed below are the final results for the election of directors (cumulative voting):

Class A Stockholders

Nominee
Number of Votes For
Broker Non-Vote
Dennis L. Brack
595,395
193,735
James R. Engebretsen
595,061
193,735
Dennis A. Everson
594,811
193,735
Mitchell A. Johnson
593,978
193,735
Clark B. Maxwell
594,895
193,735

Class B Stockholders

Nominee
Number of Votes For
Broker Non-Vote
Richard H. Davidson
546,506
0
Ernest M. Hodges
547,568
0
Brian P. Jackson
357,353
0
Brian J. O’Keane
546,505
0
John Dan Raines
462,573
0

Farmer Mac’s federal charter provides that five directors are elected by a plurality of the votes of the holders of Class A Voting Common Stock and five directors are elected by a plurality of the votes of the holders of Class B Voting Common Stock.  Based on the results set forth above, the following individuals were elected to serve as directors of Farmer Mac for one-year terms beginning June 3, 2010:  Dennis L. Brack, Richard H. Davidson, James R. Engebretsen, Dennis A. Everson, Ernest M. Hodges, Brian P. Jackson, Mitchell A. Johnson, Clark B. Maxwell, Brian J. O’Keane, and John Dan Raines.

 
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Farmer Mac also submitted the selection and ratification of its independent registered public accounting firm (PricewaterhouseCoopers LLP) to Farmer Mac’s stockholders for a vote.  The final results for that vote are listed below:

Class A Stockholders and Class B Stockholders (combined)

 
Number of Votes
For
1,261,901
Against
20,979
Abstain
1,585
Broker Non-Vote
0
 
  (c) 
Not applicable.
 
Item 8.01.  Other Events.

On June 2, 2010, the Board of Directors of Farmer Mac declared a quarterly dividend on each of Farmer Mac’s three classes of common stock – Class A Voting Common Stock, Class B Voting Common Stock, and Class C Non Voting Common Stock.  The quarterly dividend of $0.05 per share of common stock will be payable on June 30, 2010 to holders of record of common stock as of June 15, 2010.  Also on June 2, 2010, the Board of Directors of Farmer Mac declared a quarterly dividend on the Corporation’s Series C Preferred Stock.  The quarterly dividend of $12.50 per share of Series C Preferred Stock is for the period from April 1, 2010 through June 30, 2010 and will be payable on June 30, 2010 to holders of record of preferred stock as of June 15, 2010.  Each share of Series C Preferred Stock has a par value and liquidation preference of $1,000.00 per share.

Information about dividends is also included in the press release attached to this report as Exhibit 99.


Item 9.01.  Financial Statements and Exhibits.

 
(a)  
Not applicable.
 
 
(b)  
Not applicable.
 
 
(c)  
Not applicable.
 
 
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(d)  
Exhibits:
 
3.           Text of amendments to By-Laws. 
 
99.         Press release dated June 7, 2010 regarding the declaration of dividends on common and preferred stock. 

 
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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.
 
 
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
  
     
     
     
         
 
By:
/s/ Jerome G. Oslick  
    Name:  Jerome G. Oslick  
    Title: 
Senior Vice President – General Counsel
  
         
 
 
 
Dated:  June 7, 2010
 
 
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