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DEF 14A 1 a2022agcodef14a.htm DEF 14A Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission
			Only (as permitted by Rule 14a-6(e)(2))
þ			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under Rule 14a-12

AGCO CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Notice of Annual Meeting of Stockholders

TIME AND DATE

9:00 a.m., Eastern Time, on Thursday, April 28, 2022

PLACE

AGCO Corporation, 4205 River Green Parkway, Duluth, Georgia 30096

RECORD DATE

Only stockholders of record as of the close of business on March 18, 2022 are entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. Attendance at the Annual Meeting is limited to stockholders of record at the close of business on March 18, 2022, and to any invitees of the Company.

INSPECTION OF LIST OF STOCKHOLDERS OF RECORD

A list of stockholders as of the close of business on March 18, 2022 will be available for examination by any stockholder at the Annual Meeting itself as well as for a period of ten days prior to the Annual Meeting at our offices at the above address during normal business hours.

ITEMS OF BUSINESS:

1.To elect ten directors to the Board of Directors for terms expiring at the Annual Meeting in 2023;

2.To consider a non-binding advisory resolution to approve the compensation of the Company’s named executive officers;

3.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022; and

4.To transact any other business that may properly be brought before the meeting.

We urge you to mark and execute your proxy card and return it promptly in the enclosed envelope or vote by telephone or electronically. In the event you are able to attend the meeting, you may revoke your proxy and vote your shares in person.



We intend to hold our annual meeting in person. However, we are actively monitoring the COVID-19 pandemic, and we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our annual meeting website at www.envisionreports.com/AGCO for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the annual meeting.

By Order of the Board of Directors

ROGER N. BATKIN
Corporate Secretary

Atlanta, Georgia
March 28, 2022

2022 Proxy Statement 1

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Summary

This summary highlights information contained elsewhere in this proxy statement. Since this summary does not contain all of that information, we encourage you to read the entire proxy statement before voting.

ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE

9:00 a.m., Eastern Time, on Thursday, April 28, 2022

PLACE

AGCO Corporation, 4205 River Green Parkway, Duluth, Georgia 30096

RECORD DATE

March 18, 2022

VOTING

Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

VOTING RECOMMENDATIONS


Proposal	Board Vote Recommendation
Election of directors		FOR EACH NOMINEE
Advisory vote on executive compensation		FOR
Ratification of the selection of KPMG LLP		FOR

2 AGCO Corp.

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			SUMMARY

DIRECTOR NOMINEES

The following table provides summary information about each nominee. Directors are elected annually. AGCO has majority voting in uncontested elections of directors, such as this election. In the event that a nominee does not receive the affirmative vote of a majority of the votes cast in person or by proxy, he or she is required to tender his or her resignation.

Director
Since

Committee Membership

Name

Age

Brief Biography

Independent

Michael C. Arnold

2013

Lead Director of AGCO Corporation,
Former President and CEO,
Ryerson Inc.

Sondra L. Barbour

2019

Former Executive Vice President,
Lockheed Martin Corporation

Suzanne P. Clark

2017

Chief Executive Officer,
U.S. Chamber of Commerce

Bob De Lange

2021

Group President, Services, Distribution and Digital,
Caterpillar Inc.

Eric P. Hansotia

2020

Chairman, President and CEO,
AGCO Corporation

George E. Minnich

2008

Former Senior Vice President and CFO, ITT Corporation

Niels Pörksen

2021

Chief Executive Officer, Südzucker AG

David Sagehorn

2022

Former Executive Vice President and CFO, Oshkosh Corporation

Mallika Srinivasan

2011

Chairman and Managing Director,
Tractors and Farm Equipment Limited (India)

Matthew Tsien

2021

Former Executive Vice President and Chief Technology Officer, General Motors, and Former President of General Motors Ventures

Executive Committee

Talent and Compensation Committee

Governance Committee

Chair

Audit Committee

Finance Committee

Member


DIVERSITY OF NOMINEES(1)						BOARD TENURE OF NOMINEES(1)
(1) As of March 18, 2022.

2022 Proxy Statement 3

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SUMMARY

GOVERNANCE UPDATE

Commencing in 2020, we have continued to focus significant attention on a systematic and comprehensive review of our governance practices. Changes to-date include:

•Adoption of a five-year term limit for chairs of our Audit, Governance and Talent and Compensation Committees;

•A general refresh of committee assignments in order to bring fresh perspective;

•A strengthening of our Lead Director Duties;

•Adoption of a five-year term limit for our Lead Director;

•An increase in the share ownership requirements for our directors and CEO;

•Continuation of our board refresh process, with the addition of five new independent members within the last three years; including four since the beginning of 2021; and

•A tightening of our hedging and pledging policy.

The Governance Committee will continue to review and update our governance practices to serve the best interests of all of our shareholders.

EXECUTIVE COMPENSATION ADVISORY VOTE

We are asking stockholders to approve on an advisory basis our named executive officer compensation.

Commencing in 2020, in response to shareholder feedback, the Talent and Compensation Committee implemented significant changes to the performance-based aspects of our executive compensation. These followed a number of other changes made in 2020, including:

•Changing the Chair of the Talent and Compensation Committee;

•Engaging a new independent compensation consultant;

•Significantly modifying executive retirement benefits; and

•Refreshing the peer group of companies used for comparative purposes.

In addition, our proxy statements include enhanced disclosure with respect to executive compensation related to 2020 and 2021.

For more information on the Company’s executive compensation programs, please see “Proposal 2 — Non-Binding Advisory Resolution to Approve the Compensation of the Company’s NEOs” and “Compensation Discussion and Analysis” in this proxy statement.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As a matter of good corporate governance, we are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for 2022. The Audit Committee has appointed KPMG LLP as the Company’s independent registered public accounting firm for 2022. KPMG LLP served as the Company’s independent registered public accounting firm for 2021 and is considered to be well-qualified. The Company’s Audit Committee considered a number of factors when selecting KPMG LLP, including qualifications, staffing considerations, and independence and quality controls.

Set forth below is summary information with respect to KPMG LLP’s fees for services provided in 2021 and 2020.


	2021		2020
Type of Fees	(in thousands)
Audit Fees	$	7,211	$	6,831
Audit-Related Fees	41		65
Tax Fees	—		—
Other Fees	—		—
Total	$	7,252	$	6,896

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Information Regarding the Annual Meeting			6
Proposal 1 Election of Directors			8
Board of Directors and Corporate Governance			13
Proposal 2 Non-Binding Advisory Resolution to Approve the Compensation of the Company’s NEOs			23
Proposal 3 Ratification of Company’s Independent Registered Public Accounting Firm for 202 2			25
Other Business			25
Principal Holders of Common Stock			26
Executive Officers			28
Letter from our Talent and Compensation Committee			30
Compensation Discussion and Analysis			32
Summary of 202 1 Compensation			50
202 1 Summary Compensation Table			51
202 1 Grants of Plan-Based Awards			53
Outstanding Equity Awards at Year-End 202 1			54
SSAR Exercises and Stock Vested in 202 1			56
Pension Benefits			57
202 1 Pension Benefits Table			59
Other Potential Post-Employment Payments			60
202 1 CEO Pay Ratio			63
Talent and Compensation Committee Report			64
Audit Committee Report			65
Certain Relationships and Related Party Transactions			67
Annual Report to Stockholders			68
Annual Report on Form 10-K			68
Independent Registered Public Accounting Firm			68
Stockholders’ Proposals			68
Reconciliation of Non-GAAP Measures			69

2022 Proxy Statement 5

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Information Regarding the Annual Meeting

INFORMATION REGARDING PROXIES

This proxy solicitation is made by the Board of Directors of AGCO Corporation, which has its principal executive offices at 4205 River Green Parkway, Duluth, Georgia 30096. By signing and returning the enclosed proxy card, you authorize the persons named as proxies on the proxy card to represent you at the meeting and vote your shares.

If you attend the meeting, you may vote by ballot. If you do not attend the meeting, your shares can be voted only when represented by a proxy either pursuant to the enclosed proxy card or otherwise. You also may vote over the telephone or electronically via the internet as described on the proxy card provided to you. You may indicate a vote on the enclosed proxy card in connection with any of the listed proposals, and your shares will be voted accordingly. If you indicate a preference to abstain from voting, no vote will be cast. You may revoke your proxy card before balloting begins by notifying the Corporate Secretary in writing at 4205 River Green Parkway, Duluth, Georgia 30096. In addition, you may revoke your proxy card before it is voted by signing and delivering prior to the voting a proxy card bearing a later date or by attending the meeting and voting in person. If you return a signed proxy card that does not indicate your voting preferences, the persons named as proxies on the proxy card will vote your shares (i) in favor of all of the ten director nominees described below; (ii) in favor of the non-binding advisory resolution to approve the compensation of the Company’s Named Executive Officers (“NEOs”); (iii) in favor of ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022; and (iv) in their best judgment with respect to any other business brought before the Annual Meeting.

The enclosed proxy card is solicited by the Board, and the cost of solicitation of proxy cards will be borne by the Company. The Company may retain an outside firm to aid in the solicitation of proxy cards, the cost of which the Company expects would not exceed $25,000. Proxy solicitation also may be made personally or by telephone by directors, officers or employees of the Company, without added compensation. The Company will reimburse brokers, custodians and nominees for their customary expenses in forwarding proxy material to beneficial owners.

This proxy statement and the enclosed proxy card are first being sent to stockholders on or about March 28, 2022. The Company’s 2021 Annual Report on Form 10-K is also enclosed and should be read in conjunction with the matters set forth herein.

INFORMATION REGARDING VOTING

Only stockholders of record as of the close of business on March 18, 2022, are entitled to notice of and to vote at the Annual Meeting. On March 18, 2022, the Company had outstanding 74,541,513 shares of common stock, each of which is entitled to one vote on each matter coming before the meeting. No cumulative voting rights exist, and dissenters’ rights for stockholders are not applicable to the matters being proposed. For directions to the offices of the Company where the Annual Meeting will be held, you may contact our corporate office at (770) 813-9200.

QUORUM REQUIREMENT

A quorum of the Company’s stockholders is necessary to hold a valid meeting. The Company’s By-Laws provide that a quorum is present if a majority of the outstanding shares of common stock of the Company entitled to vote at the meeting are present in person or represented by proxy. Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspector of elections appointed for the meeting, who will also determine whether a quorum is present for the transaction of business. Abstentions and “broker non-votes” will be treated as shares that are present and entitled to vote for purposes of determining whether a quorum is present. A broker non-vote occurs on an item when a broker or other nominee is not permitted to vote on that item without instruction from the beneficial owner of the shares and the beneficial owner did not give instruction.

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			INFORMATION REGARDING THE ANNUAL MEETING

VOTE NECESSARY FOR THE ELECTION OF DIRECTORS

Directors are elected by a majority of the votes cast in person or by proxy at the Annual Meeting. See “Proposal 1 — Election of Directors” in this proxy statement for a more detailed description of the majority voting procedures in our By-Laws.

Under the New York Stock Exchange (“NYSE”) rules, if your broker holds your shares in its name, your broker is not permitted to vote your shares with respect to the election of directors if your broker does not receive voting instructions from you. Abstentions and broker non-votes will not affect the election outcome.

VOTE NECESSARY TO ADOPT THE NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NEOs

Adoption of the non-binding advisory resolution to approve the compensation of the Company’s NEOs requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. Because the stockholder vote on this proposal is advisory only, it will not be binding on the Company or the Board. However, the Talent and Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation as the Talent and Compensation Committee deems appropriate.

Under the NYSE rules, if your broker holds your shares in its name, your broker is not permitted to vote your shares with respect to the non-binding advisory resolution to approve the compensation of the Company’s NEOs if your broker does not receive voting instructions from you. Abstentions and broker non-votes will not affect the vote on this proposal.

VOTE NECESSARY TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022 requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting.

Under the NYSE rules, if your broker holds your shares in its name, your broker is permitted to vote your shares with respect to the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022 even if your broker does not receive voting instructions from you. Abstentions and broker non-votes will not affect the vote on this proposal.

OTHER MATTERS

With respect to any other matter that may properly come before the Annual Meeting for stockholder consideration, a matter generally will be approved by the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting unless the question is one upon which a different vote is required by express provision of the laws of Delaware, federal law, the Company’s Certificate of Incorporation or the Company’s By-Laws or, to the extent permitted by the laws of Delaware, the Board has expressly provided that some other vote shall be required, in which case such express provisions shall govern.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

As required by rules adopted by the United Stated Securities and Exchange Commission, the Company is making this proxy statement and its annual report available to stockholders electronically via the Internet. The proxy statement and annual report to stockholders are available at www.agcocorp.com. The proxy statement is available under the heading “SEC Filings” in our website’s “Investors” section located under “Company,” and the annual report to stockholders is available under the heading “Annual Reports” in our “Investors” section.


We intend to hold our annual meeting in person. However, we are actively monitoring the COVID-19 pandemic, and we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our annual meeting website at www.envisionreports.com/AGCO for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the annual meeting.

2022 Proxy Statement 7

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SEC Form DEF 14A filed by AGCO Corporation