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MON > SEC Filings for MON > Form 8-K on 22-Apr-2013All Recent SEC Filings

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Form 8-K for MONSANTO CO /NEW/


22-Apr-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Stat


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On April 16, 2013, the Board of Directors of Monsanto Company amended and restated the Company's Bylaws, which changes are effective as of April 16, 2013. The amendments revise Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 18, 19, 20, 21, 24, 25, 28, 30, 34, 40, 43, 44, 46, 48, 50, 51, 53, 54, 62 and 67 of the Company's Bylaws. Following is a summary of the principal features of the amendments, which:

Implement the phase-in of annual director elections, in accordance with an amendment to the Company's Articles of Incorporation, which was approved by shareowners at the Company's January 2013 annual meeting (Sections 11, 16, 17 and 24);

Provide flexibility (i) with respect to adjournment or reconvening of shareowner meetings (Sections 3, 5 and 10), (ii) to permit the Board to act other than by formal resolution with respect to certain matters (Sections 5, 6, 18, 28, 30 and 62), (iii) upon acceptance of the resignation of a director who has not received a majority vote (Section 11); (iv) with respect to the procedures for nomination of director candidates (Section 8); and (v) to notify directors of Board meetings through an electronic board portal (Section 20);

With respect to shareowner meetings, clarify the chairman's authority regarding the conduct of meetings and reconvening adjourned meetings, and provide more detail regarding the requirements for representation by proxy and for voting (Sections 10, 11 and 14); and

Clarify duties of the Company's officers (Sections 34, 40, 43, 46, 48, 50 and 51).

In addition to the above changes, amendments were made to track the language of the Delaware law in more detail (Sections 7, 11, 12, 15, 54 and 67), to streamline language (Sections 4, 7 and 9) and to improve consistency within the Bylaws (Sections 4, 21, 25 and 53).

The amended Bylaws, and a copy marked to show changes from the prior Bylaws, are included as Exhibits 3.1(i) and 3.2(ii), respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following documents are filed as exhibits to this report:

Exhibit 3.2(i)               Monsanto Company Bylaws, as amended and restated
effective April 16, 2013

Exhibit 3.2(ii)                Monsanto Company Bylaws, marked to show

amendments effective as of April 16, 2013

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