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MON > SEC Filings for MON > Form 8-K on 19-Apr-2013All Recent SEC Filings

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Form 8-K for MONSANTO CO /NEW/


Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2013, Monsanto Company's Board of Directors elected Gregory H. Boyce to the Board of Directors and appointed Mr. Boyce to its Science and Technology Committee and its Sustainability and Corporate Responsibility Committee. Mr. Boyce is the Chairman and Chief Executive Office of Peabody Energy Corporation. Mr. Boyce was elected to the class of directors whose terms expire at the Company's 2014 annual meeting of shareowners.

In addition, the Board determined that Mr. Boyce is independent under the listing standards of the New York Stock Exchange ("NYSE") and the Board's Charter and Corporate Governance Guidelines.

Mr. Boyce will be entitled to receive the same compensation for service as a director as is provided to other directors of the Company under the Non-Employee Director Equity Incentive Compensation Plan (the "Plan"). The Plan was described in more detail in the Proxy Statement for our 2013 annual meeting. Under the Plan, Mr. Boyce will receive an annual retainer, which for fiscal 2013 will be $215,000, pro-rated for five months of service. Half of the aggregate retainer is payable in deferred common stock, and the remainder is payable, at the election of each director, in the form of restricted common stock, deferred common stock, current cash and/or deferred cash. Pursuant to the Plan, Mr. Boyce was also provided a grant of restricted stock upon commencement of service as a member of the Board of Directors equal to the full annual base retainer divided by the closing price of a share of the Company's common stock on the commencement date, which amounted to 2,086 shares of restricted stock.

A press release announcing the election of Mr. Boyce as a director, as described above, is attached as Exhibit 99.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following documents are filed as exhibits to this report:

Exhibit 99 Press Release dated April 16, 2013

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