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): June 7,
2007
Federal
Agricultural Mortgage Corporation
(Exact
name of registrant as specified in its charter)
|
Federally
chartered
instrumentality
of
the
United States
|
0-17440
|
52-1578738
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
1133
Twenty-First Street, N.W., Suite 600, Washington, D.C.
|
20036
|
|
(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)
|
Item
1.01. Entry into a Material Definitive
Agreement.
In
connection with its annual review of director compensation, on June 7, 2007
the
Registrant’s Board of Directors made the following changes to director
compensation effective immediately:
·
The base annual retainer payable to all directors was increased from $14,000
to
$20,000.
·
The incremental annual retainer payable to the Chairman of the Board was
increased from $7,500 to $10,000, bringing his total annual retainer to
$30,000.
·
The incremental annual retainer payable to the Chairman of the Audit Committee
was increased from $5,000 to $6,500, bringing his total annual retainer to
$26,500.
·
The incremental annual retainer payable to the Chairman of the Compensation
Committee was increased from $0 to $3,500, bringing his total annual retainer
to
$23,500.
Item
5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(c)
Tom D. Stenson was appointed Chief Operating Officer of the Registrant on
June 7, 2007. On that same day, Mr. Stenson and Nancy E. Corsiglia,
Chief Financial Officer, were both appointed Executive Vice Presidents.
The information required by Items 401(b), (d) and (e) and Item 404(a) of
Regulation S-K with respect to Mr. Stenson and Ms. Corsiglia, to the extent
applicable, is set forth in the Registrant’s 2007 definitive proxy statement
filed with the SEC on April 27, 2007. The material terms of the
amendments to the existing employment contracts with Ms. Corsiglia and Mr.
Stenson are set forth below in Item 5.02(e) of this report.
(e)
In connection with its annual review of executive compensation, on June 7,
2007
the Registrant’s Board of Directors amended management employment contracts as
follows:
·
The Employment Contract between the Registrant and Henry D. Edelman, President
and Chief Executive Officer, was amended to change the base salary from $538,247
per year to $558,700 per year effective July 1, 2007 and to extend the term
by one year, to June 1, 2012.
·
The Employment Contract between the Registrant and Timothy L. Buzby, Vice
President – Controller, was amended to change the base salary from $237,888 per
year to $246,928 per year effective July 1, 2007 and to extend the term by
one year, to June 1, 2011.
·
The Employment Contract between the Registrant and Nancy E. Corsiglia, Executive
Vice President – Finance and Chief Financial Officer, was amended to change the
base salary from $345,290 per year to $358,411 per year effective July 1,
2007 and to extend the term by one year, to June 1, 2011.
·
The base salary of Jerome G. Oslick, Vice President – General Counsel, was set
at $271,235 per year effective July 1, 2007.
·
The base salary of Paul N. Peiffer, Vice President – Agricultural Credit, was
set at $223,170 per year effective July 1, 2007.
·
The Employment Contract between the Registrant and Tom D. Stenson, Executive
Vice President – Agricultural Finance and Chief Operating Officer, was amended
to change the base salary from $282,691 per year to $321,702 per year effective
July 1, 2007 and to extend the term by one year, to June 1,
2011.
·
The Employment Contract between the Registrant and Mary K. Waters, Vice
President – Corporate Relations, was amended to change the base salary from
$143,000 per year to $168,434 per year effective July 1, 2007 and to extend
the term by one year, to June 1, 2009.
Also
in connection with the annual review of executive compensation by the
Registrant’s Board of Directors, on June 7, 2007 the Board awarded
performance-based cash bonuses to certain members of management as follows:
Henry D. Edelman, $896,180; Timothy L. Buzby, $193,225; Nancy E. Corsiglia,
$415,211; Jerome G. Oslick, $100,603; Paul N. Peiffer, $176,085;
Tom D. Stenson, $318,875; and Mary K. Waters, $109,145. These
bonuses were calculated pursuant to the methodology described in the
“Compensation Discussion and Analysis” section of the Registrant’s 2007
definitive proxy statement filed with the SEC on April 27, 2007.
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.
FEDERAL AGRICULTURAL MORTGAGE
CORPORATION
By: /s/ Jerome G.
Oslick
Name:
Jerome G. Oslick
Title:
Vice President –
General Counsel
Dated:
June 13, 2007