8-K
As filed with the Securities and Exchange Commission on September 30, 2015

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):  September 30, 2015 (September 24, 2015)
 
MONSANTO COMPANY
 (Exact Name of Registrant as Specified in its Charter)
 
Delaware
001-16167
43-1878297
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
800 North Lindbergh Boulevard
St. Louis, Missouri    63167
(Address of Principal Executive Offices)  (Zip Code)
 
Registrant's telephone number, including area code:  (314) 694-1000
 
Not Applicable
(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 obligations 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))




Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On Sept. 24, 2015, Monsanto Company’s People and Compensation Committee (the “Committee”) approved the Monsanto Company Annual Incentive Plan (the “Plan”).  The Plan covers the 12-month performance period from September 1 through August 31--Monsanto Company’s fiscal year.  Eligibility includes all regular full-time and part-time employees of Monsanto Company and its subsidiaries who do not participate in a sales or business-specific annual incentive plan. The Plan excludes from eligibility all Company employees employed in the United States who are members of a collective bargaining unit with whom incentive compensation was the subject of good faith bargaining.
 
Funding of the Plan for a performance period is determined by the Company’s attainment of certain financial goals related to net sales (10% weighting), diluted earnings per share (50% weighting) and free cash flow (40% weighting) and the determination by the Committee that such attainment satisfies certain subjective performance criteria as determined by the Committee.  Various performance levels are approved by the Committee with a payout level (as a percentage of target award pool) associated with each level of performance generally as follows: (i) threshold, 35%, (ii) target, 100%, and (iii) outstanding, 200%.
 
The award pool will be funded at no less than 20% of target level funding in the event the Company pays dividends with respect to each of its financial quarters ending during the performance period.  However, if the Company fails to attain at least the threshold level of performance with respect to the diluted earnings per share goal, the incentive pool may not fund at greater than 20% of the target level of funding.  One or more of the financial goals may be funded at above the outstanding level at the Committee’s discretion, provided the overall incentive pool would be capped at 200% of target level unless the Committee determines in its discretion to fund above 200%.  Regardless of the attainment of any one or more of the Plan’s financial goals for a performance period, the Committee, in its sole discretion, shall determine whether the award pool should be funded and the amount of such funding, if any.
 
The Plan also contains provisions and exceptions relating to new hires, changes in base compensation, changes in employment status (including termination of employment) and other specific situations.
 
This summary description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10 hereto and incorporated by reference herein.
 
ITEM 9.01.    Financial Statements and Exhibits.
 
 (d)           Exhibits
 
The following documents are filed as exhibits to this report:
 
 
Exhibit 10
Annual Incentive Plan, as approved on Sept. 24, 2015.  †


† Represents management contract or compensatory plan or arrangement.
 


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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.
 
Dated:  September 30, 2015
 
 
MONSANTO COMPANY
 
 
 
 
 
 
 
By:
/s/ Jennifer L. Woods
 
Name:
Jennifer L. Woods
 
Title:
Assistant Secretary
 
 
 



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EXHIBIT INDEX
 
 
Exhibit No.
Description of Exhibit
 
10
Annual Incentive Plan, as approved on Sept. 24, 2015.  †
 
 

† Represents management contract or compensatory plan or arrangement.