Monsanto — Proxy Access

RESOLVED: Shareholders of Monsanto ask the board of directors to amend the bylaws to adopt a “proxy access” procedure whereby Monsanto shall include in any proxy materials prepared for a shareholder meeting at which directors are to be elected, the name, the Disclosure and the Statement (as defined herein) of any person nominated for election to the board of directors by a shareholder or group thereof (the “Nominator”) that meets the criteria appearing below, and Monsanto shall allow shareholders to vote on such nominee on Monsanto’s proxy card. The number of shareholder-nominated candidates in proxy materials shall not exceed one-quarter of the number of directors then serving. This bylaw should provide that a Nominator must:

(a) have beneficially owned 3% or more of Monsanto’s outstanding common stock continuously for at least three years before submitting the nomination;

(b) give Monsanto written notice within the time period identified in Monsanto’s bylaws of information required by the bylaws and rules of the Securities and Exchange Commission about (i) the nominee, including his or her consent to being named in the proxy materials and to serving, if elected; and (ii) the Nominator, including proof of ownership of the required shares (the “Disclosure”); and

(c) certify that (i) it will assume liability stemming from any legal violation arising out of its communications with (company) shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws if it uses soliciting material other than Monsanto’s proxy materials; and (iii) to the best of its knowledge, the required shares were acquired in the ordinary course of business and not to change or influence control at Monsanto.

The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the “Statement”). The board shall adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaws and any applicable federal regulations, and the priority to be given to multiple nominations exceeding the one-quarter limit.

Supporting Statement


We advocate enhanced accountability and believe long-term shareholders should have a meaningful voice in nominating directors. The case for proxy access at Monsanto is compelling: during our 2014 Annual Meeting our CEO acknowledged the company has not “engaged enough” with various stakeholders about key business issues.


Our specific concerns with the Board’s insulation from important issues and lack of responsiveness and accountability includes Monsanto’s continually ranking below median compared to its peers with regard to negative environmental and social impacts of its products and business practices; increasing and extensive environmental and regulatory opposition from very diverse populations ranging from small farming communities in the United States to international NGOs; and recent rejection of our practices and products throughout entire countries, now including India and Pakistan.