Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
November 25 2024 - 5:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 14A
________________
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant |
|
x |
| 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)) |
| ¨ |
Definitive Proxy Statement |
| ¨ |
Definitive Additional Materials |
| x |
Soliciting Material under §240.14a-l2 |
AGCO Corporation
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check all boxes that apply):
| x |
No fee required |
| ¨ |
Fee paid previously with preliminary materials |
| ¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
“AGCO believes that TAFE’s latest
actions, led by its Chairman and Managing Director, are yet another misguided reaction to a commercial decision by the Company that
impacts TAFE’s business, and therefore demonstrates that TAFE’s own interests are fundamentally misaligned with other
AGCO shareholders. The Company will review and evaluate the notice in accordance with the proxy rules in due course. There is no
action AGCO shareholders need to take at this time.
AGCO’s Board has an effective leadership structure
in place with a strong Lead Independent Director that ensures independent and active oversight of the Company’s management team.
AGCO maintains an open dialogue with all stockholders and has a proven record of taking actions that enhance the Company’s governance
profile. Under the Company’s current leadership structure, AGCO achieved record full-year net sales and adjusted operating margins
in 2023, outperforming the global market, and the Company is on track to deliver structurally higher adjusted operating margins this year
compared to prior industry downturns.”
Safe Harbor:
The statements above include forward-looking statements. Actual
results could differ materially from those suggested by the forward-looking statements for a number of reasons, including possible further
declines in revenue, the ability of AGCO to manage operating and other expenses, the ability to integrate the PTx Trimble business and
improve its sales, and the other reasons referenced under Risk Factors in AGCO’s Form 10-K for the year ended December 31, 2023,
and the subsequent Form 10-Qs, all as filed with Securities and Exchange Commission.
Important Additional Information:
AGCO Corporation (the “Company”) intends
to file a proxy statement and a proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with
the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”). SHAREHOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING.
Shareholders will be able to obtain the Company’s
proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge
at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the
Company’s website at https://investors.agcocorp.com/financial-information/sec-filings.
Participant Information:
The Company, its directors and certain of
its executive officers (as set forth below) are deemed to be “participants” (as defined in Section 14(a) of the
Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s shareholders in connection with
matters to be considered at the Annual Meeting. Information about the compensation of our non-employee directors and our named
executive officers is set forth in the sections titled “Board of Directors and Corporate Governance – Director
Compensation” and “Compensation Discussion and Analysis” in the Company’s definitive proxy statement
on Schedule 14A for the Company’s 2024 Annual Meeting of Shareholders, filed on March 25, 2024 (the “2024 Definitive
Proxy”), commencing on pages 22 and 32, respectively, and is available here.
Information regarding the participants’ holdings of the Company’s securities can be found in the section titled
“Principal Holders of Common Stock” in the Company’s 2024 Definitive Proxy commencing on page 27 and is available here,
and as updated in the filings referenced in the table below. Supplemental information regarding the holdings of the Company’s
securities can be found in the SEC filings on Forms 3 and 4, and as referenced in the table below, and such filings are available on
the Company’s website at https://investors.agcocorp.com/financial-information/sec-filings
or through the SEC’s website at www.sec.gov. Updated information regarding the
identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in
the section titled “Principal Holders of Common Stock” of the Company’s proxy statement on Schedule 14A and other
materials to be filed with the SEC in connection with the Annual Meeting.
| Directors |
| Name |
|
Ownership |
Filing Date |
Filing Type |
Hyperlink |
| Eric P. Hansotia (Chairman, President and Chief Executive Officer) |
|
207,834 |
11/22/2024 |
Form 4 |
https://www.sec.gov/Archives/edgar/data/880266/000162828024048949/xslF345X05/wk-form4_1732301952.xml |
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| George E. Minnich |
|
22,865 |
04/30/2024 |
Form 4 |
https://www.sec.gov/Archives/edgar/data/880266/000162828024019375/xslF345X05/wk-form4_1714509951.xml |
| |
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|
|
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| Niels Pörksen |
|
3,395 |
04/30/2024 |
Form 4 |
https://www.sec.gov/Archives/edgar/data/880266/000162828024019370/xslF345X05/wk-form4_1714509859.xml |
| |
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| David M. Sagehorn |
|
4,209 |
04/30/2024 |
Form 4 |
https://www.sec.gov/Archives/edgar/data/880266/000162828024019369/xslF345X05/wk-form4_1714509843.xml |
| |
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| Mallika Srinivasan |
|
12,173,865 |
11/25/2024 |
Schedule 13D/A |
https://www.sec.gov/Archives/edgar/data/880266/000119380524001411/sc13da2014210002_11212024.htm |
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| Matthew Tsien |
|
5,222 |
04/30/2024 |
Form 4 |
https://www.sec.gov/Archives/edgar/data/880266/000162828024019373/xslF345X05/wk-form4_1714509917.xml |
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| Certain Executive Officers |
| Name |
|
Ownership |
Filing Date |
Filing Type |
Hyperlink |
|
Damon J. Audia
(Senior Vice President, Chief Financial Officer) |
|
29,982 |
07/15/2024 |
Form 4 |
https://www.sec.gov/Archives/edgar/data/880266/000162828024031907/xslF345X05/wk-form4_1721078303.xml
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