agco-20260303
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
March 3, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2026, the Talent and Compensation Committee of the Board of Directors of AGCO Corporation (the “Company”) approved certain changes to the Annual Incentive Plan (the “Plan”) for 2026. The amended Plan updates individual award opportunities, performance metrics and the weighting of these metrics to reflect the Company's current annual incentive program design. The amendments also modernize the Plan in light of legal and regulatory changes. Specifically, the amendments eliminate or broaden certain provisions that were historically intended to foster compliance with the now repealed qualified performance-based compensation exceptions to Section 162(m) of the Internal Revenue Code, including the elimination of the Plan’s individual award limits, and the broadening of the Plan’s adjustment provisions to enable the Talent and Compensation Committee, in its discretion, to make adjustments to performance metrics and plan payouts. The amended Plan also adds a provision stating that awards are subject to recoupment under the Company's clawback policies as in effect from time to time.
The foregoing summary of the amendment to the Plan is not intended to be complete and is qualified in its entirety by reference to the Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File - the cover page from this current report on Form 8-K is formatted in Inline XBRL. | |||||||
_______________
(*) Management contract or compensation plan.
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: March 6, 2026