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MON > SEC Filings for MON > Form 8-K on 31-Jan-2013All Recent SEC Filings

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Form 8-K for MONSANTO CO /NEW/


31-Jan-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Company's 2013 Annual Meeting on January 31, 2013, of the 534,960,050 shares outstanding and entitled to vote, 464,196,435 shares were represented, constituting a 86.77% quorum. Each matter was determined by a majority of votes cast, except that approval of the amendment to the amended and restated certificate of incorporation required the affirmative vote of 70% of the outstanding shares entitled to vote.

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 2016 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
                              % of            % of
                             Votes            Votes             Broker
    Nominee        Number     Cast   Number   Cast   Abstain  Non-Votes
David L.         423,990,047 99.21% 3,350,257 .78%  1,157,010 35,699,121
Chicoine, Ph.D.
Arthur H. Harper 421,840,316 98.98% 4,307,103 1.01% 2,349,895 35,699,121
Gwendolyn S.     420,226,343 98.34% 7,088,071 1.65% 1,182,900 35,699,121
King
Jon R. Moeller   422,191,413 99.07% 3,946,058 .92%  2,359,843 35,699,121

Item No. 2: RATIFICATION OF AUDITORS

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2013 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 456,567,691 98.62% 6,350,074 1.37% 1,278,670 0

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 407,310,591 95.82% 17,766,682 4.17% 3,420,041 35,699,121

              Item No. 4: AMENDMENT TO CERTIFICATE OF INCORPORATION



The amendment to the Amended and Restated Certificate of Incorporation of
Monsanto Company to declassify the Board of Directors was approved by the
shareowners, by the votes set forth in the table below:

     Votes Cast For          Votes Cast Against
                 % of                     % of
              Outstanding              Outstanding             Broker

Number Shares Number Shares Abstain Non-Votes 425,298,251 79.50% 1,877,055 .35% 1,322,008 35,699,121

Item No.5: SHAREOWNER PROPOSAL REQUEST A REPORT ON GMO MATTERS

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:

Votes Cast For Votes Cast Against Number % of Votes Cast Number % of Votes Cast Abstain Broker Non-Votes 29,045,311 7.62% 352,042,797 92.37% 47,409,206 35,699,121

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