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Farmer Mac (NYSE: AGM) investors approve directors, auditor and Say-on-Pay

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Federal Agricultural Mortgage Corporation (Farmer Mac) reported results of its Annual Meeting of Stockholders held on May 14, 2026. Holders of the company’s voting common stock elected ten directors, five from Class A and five from Class B, all of whom were nominated in the earlier proxy statement.

Stockholders also ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,132,859 votes for, 108,540 against, and 63,680 abstentions.

In an advisory Say‑on‑Pay vote, stockholders approved the compensation of Farmer Mac’s named executive officers, with 918,463 votes for, 101,861 against, 75,960 abstentions, and 108,522 broker non‑votes. The company plans to continue holding Say‑on‑Pay votes every year, subject to future board review after the next frequency vote.

Positive

  • None.

Negative

  • None.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor ratification votes for 1,132,859 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
Auditor ratification votes against 108,540 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
Auditor ratification abstentions 63,680 votes Ratification of PricewaterhouseCoopers LLP; broker non-votes: none
Say-on-Pay votes for 918,463 votes Advisory approval of compensation of named executive officers
Say-on-Pay votes against 101,861 votes Advisory approval of compensation of named executive officers
Say-on-Pay abstentions 75,960 votes Advisory approval of compensation; broker non-votes: 108,522
Director vote example (Class A) 606,312 votes Votes for James R. Engebretsen, Class A stockholders
Director vote example (Class B) 627,817 votes Votes for Kevin G. Riel, Class B stockholders
Annual Meeting of Stockholders financial
"On May 14, 2026, Farmer Mac held its Annual Meeting of Stockholders."
independent registered public accounting firm financial
"ratified the selection of PricewaterhouseCoopers LLP as Farmer Mac’s independent registered public accounting firm for the fiscal year ending December 31, 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.
Say-on-Pay financial
"Advisory Vote to Approve Compensation of Farmer Mac's Named Executive Officers (“Say-on-Pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-votes financial
"Listed below are the preliminary results for the stockholder Say-on-Pay advisory vote ... Broker Non-Votes | 108,522"
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.
Class A Voting Common Stock financial
"five directors are elected annually by a plurality of the votes of the holders of Class A Voting Common Stock"
Class B Voting Common Stock financial
"five directors are elected annually by a plurality of the votes of the holders of Class B Voting Common Stock"
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Understanding 8-K Material Events →
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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): May 14, 2026

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
Federally chartered instrumentality
of the United States
001-1495152-1578738
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer Identification No.)
2100 Pennsylvania Avenue, N.W., Suite 450N, 20037
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 classTrading symbol Exchange on which registered
Class A voting common stockAGM.A New York Stock Exchange
Class C non-voting common stockAGM New York Stock Exchange
5.700% Non-Cumulative Preferred Stock, Series DAGM.PRDNew York Stock Exchange
5.750% Non-Cumulative Preferred Stock, Series EAGM.PRENew York Stock Exchange
5.250% Non-Cumulative Preferred Stock, Series FAGM.PRFNew York Stock Exchange
4.875% Non-Cumulative Preferred Stock, Series GAGM.PRGNew York Stock Exchange
6.500% Non-Cumulative Preferred Stock, Series HAGM.PRHNew 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 5.07 Submission of Matters to a Vote of Security Holders.

On May 14, 2026, Farmer Mac held its Annual Meeting of Stockholders. At that meeting, the holders of Farmer Mac’s voting common stock: (1) elected all ten of the nominees for director on the ballot and identified in Farmer Mac’s Proxy Statement previously filed on April 13, 2026 (“Proxy Statement”); (2) ratified the selection of PricewaterhouseCoopers LLP as Farmer Mac’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (3) approved an advisory proposal approving the compensation of Farmer Mac’s named executive officers as described in the Proxy Statement.

Election of Directors

Farmer Mac’s federal charter provides that five directors are elected annually by a plurality of the votes of the holders of Class A Voting Common Stock and five directors are elected annually by a plurality of the votes of the holders of Class B Voting Common Stock. Listed below are the preliminary results for the election of directors (by class, with cumulative voting):

Class A Stockholders
Nominee
Number of Votes For
Broker Non-Votes
James R. Engebretsen
606,312
108,522
Lyle Logan
503,092
108,522
Eric T. McKissack
503,092
108,522
Jeffrey L. Plagge
503,592
108,522
Todd P. Ware
502,985
108,522

Class B Stockholders
Nominee
Number of Votes For
Broker Non-Votes
Dale E. Crawford
627,479.50
None
Amy H. Gales
435,302
None
Kevin G. Riel
627,817
None
Robert G. Sexton
123,427
None
Daniel L. Shaw
627,479.50
None


Based on these voting results, the following individuals were elected to serve as directors of Farmer Mac for one-year terms until Farmer Mac’s next Annual Meeting of Stockholders: Dale E. Crawford, James R. Engebretsen, Amy H. Gales, Lyle Logan, Eric T. McKissack, Jeffrey L. Plagge, Kevin G. Riel, Robert G. Sexton, Daniel L. Shaw, and Todd P. Ware.

In addition to the ten directors elected at the Annual Meeting of Stockholders on May 14, 2026, the following directors appointed by the President of the United States continue to serve as directors of Farmer Mac: Lowell L. Junkins (Board Chair), LaJuana S. Wilcher (Board Vice Chair), Sara L. Faivre, and Charles A. Stones. Those four directors have no specified term and serve at the pleasure of the President of the United States.

Ratification of Selection of PricewaterhouseCoopers LLP as Farmer Mac’s Independent Registered Public Accounting Firm for 2026

Farmer Mac’s By-Laws provide that the Audit Committee’s selection of accountants shall be made annually in advance of the Annual Meeting of Stockholders and shall be submitted for ratification or rejection at such meeting. Farmer Mac’s Audit Committee previously selected PricewaterhouseCoopers LLP as Farmer Mac’s independent


registered public accounting firm for the fiscal year ending December 31, 2026. Listed below are the preliminary results for the stockholder vote on the ratification of that selection (Class A votes and Class B votes combined):
Number of Votes
For
1,132,859
Against
108,540
Abstain
63,680
Broker Non-Votes
None

Advisory Vote to Approve Compensation of Farmer Mac's Named Executive Officers (“Say-on-Pay”)

Listed below are the preliminary results for the stockholder Say-on-Pay advisory vote (Class A votes and Class B votes combined):
Number of Votes
For
918,463
Against
101,861
Abstain
75,960
Broker Non-Votes
108,522


Farmer Mac intends to hold future advisory Say-on-Pay votes every year. Farmer Mac’s Board may re-evaluate this determination after the next stockholder vote on the frequency of Say-on-Pay votes.


Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

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/ Geraldine I. Hayhurst            
Name: Geraldine I. Hayhurst
Title: Executive Vice President – Chief Legal Officer

Dated: May 18, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What did Federal Agricultural Mortgage Corporation (AGM) stockholders approve at the 2026 annual meeting?

Stockholders elected ten directors, ratified PricewaterhouseCoopers LLP as the 2026 independent auditor, and approved an advisory Say-on-Pay proposal. These outcomes maintain existing governance, auditor relationships, and executive compensation practices for Farmer Mac.

How did AGM stockholders vote on ratifying PricewaterhouseCoopers LLP as auditor?

Stockholders ratified PricewaterhouseCoopers LLP with 1,132,859 votes for, 108,540 against, and 63,680 abstentions. Class A and Class B votes were combined, and there were no broker non-votes recorded for this ratification item.

What were the 2026 Say-on-Pay vote results for Federal Agricultural Mortgage (AGM)?

The Say-on-Pay proposal received 918,463 votes for, 101,861 against, and 75,960 abstentions, with 108,522 broker non-votes. This advisory approval indicates stockholder support for Farmer Mac’s named executive officer compensation described in its proxy statement.

How are Farmer Mac’s Class A and Class B directors elected?

Farmer Mac’s charter provides that five directors are elected annually by Class A voting common stockholders and five by Class B voting common stockholders. Directors are chosen by plurality vote and serve one-year terms until the next annual meeting.

Will Federal Agricultural Mortgage Corporation (AGM) hold Say-on-Pay votes every year?

Farmer Mac currently intends to hold advisory Say-on-Pay votes every year. The board may re-evaluate this approach after the next stockholder vote on the frequency of Say-on-Pay, which could change the future voting schedule.

Who continues to serve on Farmer Mac’s board by presidential appointment?

Four directors appointed by the President of the United States continue to serve: Lowell L. Junkins (Board Chair), LaJuana S. Wilcher (Board Vice Chair), Sara L. Faivre, and Charles A. Stones. They have no specified term and serve at the President’s pleasure.

Filing Exhibits & Attachments

4 documents

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