8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 13, 2019

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

(Exact name of registrant as specified in its charter)

Federally chartered instrumentality of the United States		001-14951	52-1578738
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
1999 K Street, N.W., 4th Floor,			20006
Washington,	DC
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code (202) 872-7700

No change

(Former name or former address, if changed since last report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Exchange on which registered
Class A voting common stock	AGM.A	New York Stock Exchange
Class C non-voting common stock	AGM	New York Stock Exchange
5.875% Non-Cumulative Preferred Stock, Series A	AGM.PRA	New York Stock Exchange
6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C	AGM.PRC	New York Stock Exchange
5.700% Non-Cumulative Preferred Stock, Series D	AGM.PRD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

(d) Election of Directors

Daniel L. Shaw of Edgar, Nebraska became a member of the Board of Directors (“Board”) of the Federal Agricultural Mortgage Corporation (“Farmer Mac”) on December 13, 2019. The Board appointed Mr. Shaw to fill the vacancy created by the unexpected death of former Board member Keri L. Votruba in October 2019. Mr. Votruba first joined Farmer Mac’s Board in May 2018 and was re-elected to the Board by the holders of Class B voting common stock in May 2019 for a term ending on the date of Farmer Mac’s next annual meeting of stockholders in May 2020. Mr. Shaw will serve the unexpired portion of Mr. Votruba’s term. Under Farmer Mac’s statutory charter, Farmer Mac’s Board consists of fifteen members: five elected each year by the holders of Class A voting common stock, five elected each year by the holders of Class B voting common stock, and five appointed by the President of the United States with the advice and consent of the U.S. Senate. The Board has appointed Mr. Shaw to serve on the Board’s Enterprise Risk Committee, Financial Risk Committee, Diversity Committee, and Public Policy Committee.

Mr. Shaw, age 64, has owned and operated Shaw Farms, LLC in Edgar, Nebraska since 1975, raising corn, soybeans, wheat, and a commercial cow-calf herd. He has also owned and managed a local grain elevator since 2006 and operated a commercial poultry breeder barn since 2017. Mr. Shaw has been on the board of directors of AgriBank Farm Credit Bank since 2014, where he served as Chair of the Risk Management Committee from 2016 to 2018 and currently serves on the Compensation Committee. Mr. Shaw previously served on the board of directors of Farm Credit Services of America from 2007 to 2014, including as Chair of the Compensation Committee and Risk Work Group, a member of the Business Risk Committee, and 2-year terms as both Chair and Vice Chair.

There are no arrangements or understandings between Mr. Shaw and any other persons pursuant to which he was selected as a director of Farmer Mac. There are also no family relationships between Mr. Shaw and any director or executive officer of Farmer Mac, and Mr. Shaw has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S‑K.

As a member of the Board, Mr. Shaw will receive a pro rata portion of the equity grant awarded to other members of the Board for 2019. Mr. Shaw will also receive compensation as a director of Farmer Mac beginning on December 13, 2019 in the form of a pro-rated annual retainer payable quarterly, as described more fully in “Compensation of Directors” in Farmer Mac’s Proxy Statement filed with the Securities and Exchange Commission on April 1, 2019, which section is incorporated in this report by reference.

On December 17, 2019, Farmer Mac issued a press release to announce the appointment of Mr. Shaw as a new director of Farmer Mac. A copy of that press release is attached to this report as Exhibit 99 and is incorporated in

this report by reference. All references to www.farmermac.com in Exhibit 99 are inactive textual references only, and the information contained on Farmer Mac’s website is not incorporated by reference into this report.

Item 9.01.        Financial Statements and Exhibits.

(d)    Exhibits

    

99	Press Release, dated December 17, 2019
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation
101.DEF	Inline XBRL Taxonomy Extension Definition
101.LAB	Inline XBRL Taxonomy Extension Label
101.PRE	Inline XBRL Taxonomy Extension Presentation
104	Cover Page Inline Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document included as Exhibit 101

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION                    

By: /s/ Stephen P. Mullery            

Name: Stephen P. Mullery

Title: Executive Vice President – General Counsel

Dated: December 17, 2019

EX-99

Farmer Mac Appoints Daniel L. Shaw

to Board of Directors

WASHINGTON, December 17, 2019 – The Federal Agricultural Mortgage Corporation (Farmer Mac; NYSE: AGM and AGM.A), the nation’s secondary market provider that increases the availability and affordability of credit for the benefit of rural America, announced today that Daniel L. Shaw of Edgar, Nebraska has been appointed the newest member of the company’s board of directors. His appointment fills the seat of former board member Keri L. Votruba after his unexpected passing in October.

An active member of his local farming community, Mr. Shaw and his family have owned and operated Shaw Farms in Edgar, Nebraska since 1975 and operate two other local agricultural businesses. Mr. Shaw also has significant experience serving as a board member, including for other agricultural finance institutions with a national scope. He has served on the board of AgriBank Farm Credit Bank since 2014, where he was chair of the Risk Management Committee from 2016 to 2018. He also served on the board of directors of Farm Credit Services of America from 2007 to 2014.

Farmer Mac Chairman of the Board Lowell L. Junkins said, “Keri was a great man and a dear friend; we all mourn his loss. It is only fitting that we have found in Dan someone who shares the same lifelong passion for agriculture and a deep understanding of the importance of affordable financing for rural America. Dan is the epitome of the type of agricultural producers that Farmer Mac serves, and he will be a very welcome addition to our board.”

Vice Chairman Myles J. Watts shared Mr. Junkins’ sentiments. “Dan’s outstanding work on the boards of other agricultural finance organizations, especially his substantial work on enterprise risk management issues, gives us great confidence in his ability to help guide Farmer Mac’s continuing work to fulfill its mission in a safe and sound manner.”

“I’m honored to accept a board position for a company doing such vitally important work,” said Mr. Shaw. “Farmer Mac has thrived in its endeavors, always guided by its mission to help build a strong and vital rural America. I’m passionate about that mission, and it’s my sincere pleasure to be able to help serve this company in its efforts to deliver the capital and commitment rural America deserves.”

Mr. Shaw joins four other board members elected each year by holders of Class B Voting Common Stock (not listed on any exchange). An additional five members are elected each year

by holders of Class A Voting Common Stock (NYSE: AGM.A), and five are appointed by the president of the United States with the advice and consent of the United States Senate.

About Farmer Mac

Farmer Mac is a vital part of the agricultural credit markets and was created to increase access to and reduce the cost of capital for the benefit of American agricultural and rural communities. As the nation’s secondary market for agricultural credit, we provide financial solutions to a broad spectrum of the agricultural community, including agricultural lenders, agribusinesses, and other institutions that can benefit from access to flexible, low-cost financing and risk management tools. Farmer Mac’s customers benefit from our low cost of funds, low overhead costs, and high operational efficiency. In fact, we are often able to provide the lowest cost of borrowing to agricultural and rural borrowers. For more than 30 years, Farmer Mac has been delivering the capital and commitment rural America deserves. Additional information about Farmer Mac is available on Farmer Mac's website at www.farmermac.com.

CONTACT:     Jalpa Nazareth, Investor Relations

Megan Murray-Pelaez, Media Inquiries

(202) 872-7700

* * * *

XML

Cover Page	Dec. 13, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 13, 2019
Entity Registrant Name	FEDERAL AGRICULTURAL MORTGAGE CORPORATION
City Area Code	202
Local Phone Number	872-7700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity File Number	001-14951
Entity Central Index Key	0000845877
Entity Tax Identification Number	52-1578738
Entity Address, Address Line One	1999 K Street, N.W., 4th Floor,
Entity Address, Postal Zip Code	20006
Amendment Flag	false
Entity Incorporation, State or Country Code	X1
Entity Address, City or Town	Washington,
Entity Address, State or Province	DC
Entity Emerging Growth Company	false
Common Class A [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class A voting common stock
Trading Symbol	AGM.A
Security Exchange Name	NYSE
Common Class C [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class C non-voting common stock
Trading Symbol	AGM
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	5.875% Non-Cumulative Preferred Stock, Series A
Trading Symbol	AGM.PRA
Security Exchange Name	NYSE
Series C Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C
Trading Symbol	AGM.PRC
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	5.700% Non-Cumulative Preferred Stock, Series D
Trading Symbol	AGM.PRD
Security Exchange Name	NYSE