AGCO | STOCKHOLDER PROPOSAL REGARDING GIVING STOCKHOLDERS AN ABILITY TO CALL FOR A SPECIAL STOCKHOLDER MEETING at AGCO

Status
Filed
AGM date
Previous AGM date
Proposal number
4
Resolution details
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Filer type
Shareholder
Company HQ country
United States
Resolved clause
Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting. There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting. There is no concern that allowing 10% of shares to call for a special shareholder meeting is too easy. It is almost unheard of for any special shareholder meeting, called for by shareholders, to ever occur at any company even though a significant number of companies allow 10% of shareholders to call for a special shareholder meeting In the vast majority of cases or in most cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are quickly resolved. To guard against the AGCO Board of Directors and management becoming complacent AGCO shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when AGCO underperforms. If AGCO directors and management know that AGCO shareholders can call a special shareholder meeting they will have more of an incentive to perform. Now could be a good time for this proposal due to the long-term underperformance of AGCO stock. AGCO stock was at $158 in 2021 and at only the $101 in late 2025 despite a robust stock market. Additionally: For the first 9-months of 2025, net sales decreased by 18% compared to the same period in 2024. The North American market has been a major headwind, with Q3 sales plunging 32% due to weak demand and a significant inventory surplus. AGCO reported a negative operating margin of -10% in the region for Q3 2025. To address the inventory oversupply, particularly in North America, AGCO implemented substantial production cuts, including a more than 50% year-over year reduction in Q3 and an expected similar cut in Q4 2025. The South American market also experienced a decline in sales (down 9% in Q3). High input costs (e.g., fertilizer, shipping, energy) and high financing costs have made farmers cautious about new equipment investment. Some analysts have a neutral rating on AGCO stock, pointing out that the cyclical downturn in North and South America is severe and may not see a recovery soon. Please vote yes: Proposal 4.

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