AGCO (NYSE: AGCO) investors approve directors, pay and KPMG but reject special-meeting bid

Rhea-AI Filing Summary

AGCO Corporation reported the results of its annual stockholder meeting held on April 23, 2026. Stockholders elected nine directors to the board, including Michael C. Arnold, Sondra L. Barbour, Suzanne P. Clark, James C. Collins, Jr., Bob De Lange, Zhanna Golodryga, Eric P. Hansotia, Niels Pörksen and David Sagehorn.

Stockholders approved a non-binding advisory resolution on executive compensation, with 62,605,281 votes for and 4,804,610 against, and ratified the appointment of KPMG LLP as independent registered public accounting firm for 2026. A stockholder proposal to give stockholders the ability to call special meetings did not pass, receiving 32,776,205 votes for and 34,588,953 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for highest-supported director: 67,387,104 votes Say-on-pay support: 62,605,281 votes for Auditor ratification for KPMG: 64,435,664 votes for +3 more

6 metrics

Votes for highest-supported director 67,387,104 votes For election of director Zhanna Golodryga

Say-on-pay support 62,605,281 votes for Non-binding advisory vote on executive compensation

Auditor ratification for KPMG 64,435,664 votes for Ratification of KPMG LLP as 2026 independent auditor

Special meeting proposal for 32,776,205 votes for Stockholder proposal on right to call special meetings

Special meeting proposal against 34,588,953 votes against Stockholder proposal on right to call special meetings

Broker non-votes 1,911,448 shares Broker non-votes on several stockholder proposals

Key Terms

broker non-votes, non-binding advisory resolution, independent registered public accounting firm, stockholder proposal, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 32,776,205 | 34,588,953 | 74,251 | 1,911,448"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory resolution financial

"To consider a non-binding advisory resolution to approve the compensation"

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

independent registered public accounting firm financial

"ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

stockholder proposal financial

"To vote on a stockholder proposal regarding giving stockholders an ability"

Annual Meeting of Stockholders financial

"The Company’s Annual Meeting of Stockholders was held on April 23, 2026."

Understanding 8-K Material Events →

0000880266falseAGCO CORP /DE00008802662026-04-232026-04-23

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

April 23, 2026

Date of Report

(Date of earliest event reported)

AGCO CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

001-12930

58-1960019

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

4205 River Green Parkway

Duluth, Georgia 30096

(Address of principal executive offices, including Zip Code)

770 813-9200

(Registrant’s telephone number, including area code)

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:

☐ 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 Class			Trading Symbol			Name of exchange on which registered
Common stock			AGCO			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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07.    Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of Stockholders was held on April 23, 2026. The following matters were voted upon and the results of the voting were as follows:

(1)    To elect nine directors to the Board of Directors for terms expiring at the Annual Meeting in 2027. The nominees, Messrs. Arnold, Collins, De Lange, Hansotia, Pörksen and Sagehorn and Mses. Barbour, Clark and Golodryga were elected to the Company’s Board of Directors. The results follow:

Nominee						For						Against						Abstain						Broker Non-Votes
Michael C. Arnold						66,712,838						710,647						15,924						1,911,448
Sondra L. Barbour						67,065,198						358,446						15,765						1,911,448
Suzanne P. Clark						66,680,485						742,427						16,497						1,911,448
James C. Collins, Jr.						67,278,835						144,597						15,977						1,911,448
Bob De Lange						67,012,862						410,576						15,971						1,911,448
Zhanna Golodryga						67,387,104						35,272						17,033						1,911,448
Eric P. Hansotia						63,783,033						1,554,466						2,101,910						1,911,448
Niels Pörksen						64,194,350						3,229,135						15,924						1,911,448
David Sagehorn						67,159,744						263,651						16,014						1,911,448

(2)    To consider a non-binding advisory resolution to approve the compensation of the Company’s named executive officers. The results follow:

For						Against						Abstain						Broker Non-Votes
62,605,281						4,804,610						29,518						1,911,448

(3)    To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. The results follow:

For						Against						Abstain
64,435,664						4,896,497						18,696

(4)    To vote on a stockholder proposal regarding giving stockholders an ability to call for a special stockholder meeting. The results follow:

For						Against						Abstain						Broker Non-Votes
32,776,205						34,588,953						74,251						1,911,448

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 hereunto duly authorized.

AGCO Corporation
By:			/s/ Damon Audia
			Damon Audia Senior Vice President and Chief Financial Officer

Dated: April 24, 2026

FAQ

What did AGCO (AGCO) stockholders decide at the 2026 annual meeting?

AGCO stockholders elected nine directors, approved executive compensation on an advisory basis, and ratified KPMG LLP as independent auditor for 2026. A stockholder proposal to allow investors to call special meetings received substantial support but did not obtain enough votes to pass.

Was AGCO (AGCO) executive compensation approved by stockholders?

Yes. Stockholders approved AGCO’s non-binding advisory resolution on named executive officer compensation, with 62,605,281 votes for, 4,804,610 against, and 29,518 abstentions. There were also 1,911,448 broker non-votes recorded on this proposal at the April 23, 2026 annual meeting.

Who was elected to the AGCO (AGCO) Board of Directors in 2026?

Stockholders elected nine directors: Michael C. Arnold, Sondra L. Barbour, Suzanne P. Clark, James C. Collins, Jr., Bob De Lange, Zhanna Golodryga, Eric P. Hansotia, Niels Pörksen and David Sagehorn. Their terms run until the 2027 annual meeting, based on the disclosed voting results.

Did AGCO (AGCO) stockholders approve the special meeting proposal?

No. The stockholder proposal to give stockholders the ability to call a special stockholder meeting received 32,776,205 votes for and 34,588,953 against, with 74,251 abstentions and 1,911,448 broker non-votes, so it did not achieve approval at the 2026 annual meeting.

Which audit firm will serve AGCO (AGCO) for 2026?

AGCO stockholders ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2026. The ratification received 64,435,664 votes for, 4,896,497 against, and 18,696 abstentions, indicating broad support for retaining KPMG in this role.

Were there significant broker non-votes in AGCO (AGCO) 2026 meeting results?

Yes. For the director elections, say-on-pay proposal, and the special meeting stockholder proposal, there were 1,911,448 broker non-votes reported. Broker non-votes occurred when brokers lacked discretionary authority to vote uninstructed shares on certain matters.

Filing Exhibits & Attachments

3 documents

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