Section
5 – Corporate Governance and Management
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) The
Board of Directors (the “Board”) of the Federal Agricultural Mortgage
Corporation (“Farmer Mac”) previously approved the Federal Agricultural Mortgage
Corporation 2008 Omnibus Incentive Plan (the “2008 Plan”), subject to
stockholder approval. On June 5, 2008, the holders of Farmer Mac’s
voting common stock approved the 2008 Plan, a copy of which was included in
Farmer Mac’s Proxy Statement filed with the SEC on April 29, 2008. On
June 5, 2008 (the “Grant Date”), the Compensation Committee of the Board
approved the grant of stock appreciation rights (“SARs”) to the following
executive officers and directors of Farmer Mac pursuant to the 2008
Plan:
Executive Officers
|
Name
|
Number of SARs
Granted
|
Henry
D. Edelman
|
103,861
|
Nancy
E. Corsiglia
|
48,305
|
Tom
D. Stenson
|
42,617
|
Timothy
L. Buzby
|
19,509
|
Jerome
G. Oslick
|
17,648
|
Mary
K. Waters
|
14,830
|
Directors
|
Name
|
Number of SARs
Granted
|
Fred
L. Dailey
|
6,000
|
Julia
Bartling
|
6,000
|
Dennis
L. Brack
|
6,000
|
Grace
T. Daniel
|
6,000
|
Paul
A. DeBriyn
|
6,000
|
James
R. Engebretsen
|
6,000
|
Dennis
A. Everson
|
6,000
|
Michael
A. Gerber
|
6,000
|
Ernest
M. Hodges
|
6,000
|
Mitchell
A. Johnson
|
6,000
|
Lowell
L. Junkins
|
6,000
|
Glen
O. Klippenstein
|
6,000
|
Clark
Maxwell
|
6,000
|
Brian
J. O’Keane
|
6,000
|
John
Dan Raines
|
6,000
|
Each SAR
represents the right to receive, upon exercise, an amount equal to the excess,
if any, of the fair market value of a share of Farmer Mac’s Class C Non-Voting
Common Stock, $1.00 par value per share (the “Shares”) on the applicable date of
exercise over the grant price. The grant price for the SARs listed
above is $28.94 per Share, which represents the closing price of a Share
reported on the New York Stock Exchange on the Grant Date. Settlement
of the SARs will be made in Shares as soon as administratively practicable
following the date of exercise.
The SARs
listed above granted to executive officers will vest in three equal annual
installments on each of May 31, 2009, 2010 and 2011. The SARs listed
above granted to directors will vest in full on May 31, 2009.
With
respect to grants to executive officers, upon a participant’s termination of
employment for any reason other than (i) death, (ii) Disability (as defined in
the 2008 Plan), (iii) Retirement (defined as the termination of the officer’s
employment without Cause after attaining age fifty-five and reaching a combined
age and years of employment at Farmer Mac of at least seventy-five), or
(iv) for Cause (as defined in the 2008 Plan), unvested SARs will be
cancelled immediately and vested
SARs will remain exercisable for 90 days. Upon a participant’s
Retirement, unvested SARs will continue to vest as scheduled and remain
exercisable for five years.
With
respect to grants to directors, upon termination of the director’s service for
any reason other than death, Disability or for Cause, unvested SARs will be
cancelled immediately and vested SARs will remain exercisable for one
year.
Upon a
termination of employment or service as a director due to a participant’s death
or Disability, unvested SARs will immediately vest and remain exercisable for
one year. Upon a termination for Cause, all vested and unvested SARs
will immediately terminate.
In no
event will the SARs be exercisable beyond the original expiration date, which is
the tenth anniversary of the Grant Date for executive officers and the seventh
anniversary of the Grant Date for directors.
The form
of SAR Agreement under the 2008 Plan is attached to this report as Exhibit 10
and is incorporated herein by reference.
Section
7 – Regulation FD
Item
7.01. Regulation FD Disclosure.
On June
11, 2008, Farmer Mac issued a press release to announce the election of new
directors and to report two items approved at its Annual Meeting of Stockholders
held on June 5, 2008. A copy of the press release is attached to this
report as Exhibit 99 and is incorporated herein by reference.
Section
8 – Other Events
Item
8.01. Other Events.
Ten
directors were elected to one-year terms on Farmer Mac’s Board of Directors at
the Corporation’s Annual Meeting of Stockholders on June 5,
2008. Pursuant to the Farmer Mac charter, holders of Class A Voting
Common Stock elected five directors and holders of Class B Voting Common Stock
elected five directors. The remaining five members of Farmer Mac’s
fifteen-member Board are appointed by the President of the United States, with
the advice and consent of the United States Senate.
As a
result of that election, three new directors were seated on Farmer Mac’s Board
of Directors. James R. Engebretsen and Clark Maxwell were elected by
the holders of Class A Voting Common Stock and Brian J. O’Keane was elected by
the holders of Class B Voting Common Stock. These newly elected
directors replace Timothy F. Kenny, Charles E. Kruse and Ralph W.
Cortese, respectively, all of whom had been nominees of the Board and named in
the Corporation’s Proxy Statement. The name, age, and business
experience of each of the three new directors not named in the Proxy Statement
is set forth below:
James R. Engebretsen, age 52,
is the MBA Director and the Assistant Dean of Corporate Relations and Career
Services at the Marriott School of Management at Brigham Young
University. He oversees the Marriott School's placement function and
relationships with corporations across the United States in addition to his
director role in the MBA program. Mr. Engebretsen formerly served as
the Managing Director of the Peery Institute of Financial Services at the
Marriott School from 2004 to 2006. He joined the Marriott School with
nearly fifteen years work experience at Lehman Brothers, JP Morgan, and Goldman
Sachs in New York and Philadelphia. He left Goldman Sachs in 1995 to
set up his own hedge fund, Associates Capital Management, which he managed until
he was called to preside over the Oklahoma City Mission in 1997. He
earned his MBA and BS in Economics from BYU. Mr. Engebretsen has
been named to serve on the Corporate Governance Committee and the Marketing
Committee of the Farmer Mac Board.
Clark Maxwell, age 36, has
been a Vice President at Chatham Financial Corp. since 2002, where he is the
Director of Accounting Policy and Global Accounting Services. Chatham
provides comprehensive interest rate and currency hedging expertise to hundreds
of financial institutions, real estate companies, and other institutional
clients. From 1998 to 2002, Mr. Maxwell was a Manager at Ernst &
Young LLP, where he specialized in audits of financial institutions and served
as a derivatives and hedging subject matter expert. Mr. Maxwell was a
Postgraduate Technical Assistant at the Financial Accounting Standards Board
from 1997 to 1998, where he worked on the development of Statement of Financial
Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities. Mr. Maxwell is a Certified
Public Accountant and a member of the AICPA. He received his BS,
summa cum laude, and Masters in Accounting from Brigham Young
University. Mr. Maxwell has been named to serve on the Audit
Committee and the Credit Committee of the Farmer Mac Board.
Brian J. O’Keane, age 39, is
the Senior Vice President & Chief Financial Officer of AgriBank, FCB, the
largest of five banks within the national Farm Credit System. He
joined AgriBank in September 2007 and provides leadership and strategic
oversight of the finance function including treasury, capital planning, and
financial control. From 1997 until joining AgriBank, Mr. O'Keane held
a series of key financial leadership roles within CNH Capital, the captive
financial services arm of Case New Holland Inc. and its predecessor company,
Case Corporation, functioning as global treasurer beginning in
2002. In his capacity as treasurer, he was responsible for directing
all global treasury and capital markets activities, including asset-backed
securitization, capital structure management, liquidity planning, corporate
finance and financial risk management. His experience also includes
financial leadership roles at The Quaker Oats Company from 1996 to 1997 and
Exxon Corporation from 1991 to 1995. Mr. O’Keane holds a BS
degree in
Finance from Indiana University and an MBA degree in Finance, Accounting and
International Business from the Kellogg Graduate School of Management,
Northwestern University. Mr. O’Keane has been named to serve on the
Finance Committee of the Farmer Mac Board.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
10. Form
of SAR Agreement.
99. Press
Release dated June 11, 2008.