AGCO AGCO Corp

The Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) with respect to the Issuer on April 9, 2013, as amended by Amendment Nos. 1 through 14 (the “Schedule 13D”), is hereby further amended and supplemented to include the information set forth herein. This amended Statement on Schedule 13D/A constitutes Amendment No. 15 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D.

Item 1. Security and Issuer

This Schedule 13D relates to shares of the common stock (the “Common Stock”) of AGCO Corporation (the “Issuer”), the principal executive offices of which are located at 4205 River Green Parkway, Duluth, Georgia 30096.

Item 3. Source and Amount of Funds or Other Consideration

Except for the 20,059 shares that Ms. Srinivasan (together with the Companies (as defined below), the “Reporting Persons”) holds directly and that were awarded to her under the AGCO Corporation Long-Term Incentive Plan for her services as a director of the Issuer, the source of the funds used by the Reporting Persons to purchase the reported shares, pursuant to the Purchase Plans, was the working capital of Tractors and Farm Equipment Limited (“TAFE”) or of TAFE Motors and Tractors Limited (“TAFE Motors and Tractors” and, together with TAFE, the “Companies”). The Reporting Persons paid a total of $585,802,249.73 (exclusive of brokers’ commissions and other administrative costs) to purchase the reported shares. Ms. Srinivasan did not pay for the shares that were awarded to her under the AGCO Corporation Long-Term Incentive Plan.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph immediately before the second-last paragraph thereof:

On February 17, 2021, Ms. Srinivasan sent a letter to the Board relating to the foregoing matters. The purpose of the letter was to express Ms. Srinivasan’s concern regarding the Board’s insufficient progress refreshing Board composition and implementing governance, strategic and financial changes intended to maintain and enhance the shareholder value of the Issuer. The letter also reiterated TAFE’s proposal that the Board install three new directors as part of a broad Board refresh, as well as TAFE’s proposal that the Board change the lead independent director. The foregoing description of the letter is qualified in its entirety by reference to the full text of the letter, which is attached as Exhibit G to this Schedule 13D and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

(a) The aggregate percentage of shares reported owned on this Schedule 13D is based on 74,899,512 shares of Common Stock outstanding as of November 2, 2020, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 9, 2020. As of the close of business on February 16, 2021, (i) TAFE beneficially owned 12,150,152 shares of Common Stock, which constituted approximately 16.2% of the Common Stock outstanding; (ii) TAFE Motors and Tractors beneficially owned 3,263,321 shares of Common Stock, which constituted approximately 4.4% of the Common Stock outstanding; and (iii) Ms. Srinivasan beneficially owned 12,170,211 shares of Common Stock, which constituted approximately 16.2% of the Common Stock outstanding, including the 20,059 shares she holds in her individual capacity. Ms. Srinivasan disclaims beneficial ownership of the Common Stock beneficially owned by each of the Companies, and this report shall not be deemed an admission that Ms. Srinivasan is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. Each of the Companies disclaims beneficial ownership of the 20,059 shares of Common Stock owned directly by Ms. Srinivasan in her individual capacity, and this report shall not be deemed an admission that either of the Companies is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. TAFE Motors and Tractors disclaims beneficial ownership of the 8,886,831 shares of Common Stock purchased on behalf of TAFE under the Purchase Plans, and this report shall not be deemed an admission that TAFE Motors and Tractors is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose.

(b) For each person listed, the following table indicates the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition and shared power to dispose or to direct the disposition:

(c) See Annex A hereto.

(d) Not applicable.

(e) Not applicable.

Item 7. Material to Be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 17, 2021

ANNEX A

Transactions by TAFE during the last 60 days: None.

Transactions by TAFE Motors and Tractors during the last 60 days: None.

Transactions by Ms. Srinivasan in her individual capacity during the last 60 days: None.

EXHIBIT B

Directors and Executive Officers of TAFE

Set forth below are the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Common Stock and (vii) transactions in Common Stock during the past 60 days (if any) of each of the directors and executive officers of TAFE.

Directors and Executive Officers of TAFE Motors and Tractors

Set forth below are the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Common Stock and (vii) transactions in Common Stock during the past 60 days (if any) of each of the directors and executive officers of TAFE Motors and Tractors.

EXHIBIT E

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned parties hereby constitutes and appoints Cullen L. Sinclair such party’s true and lawful attorney-in-fact to:

(1)        execute for and on behalf of such party, all documents relating to the reporting of beneficial ownership of securities required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”), including, without limitation, Schedule 13D and Form 3, Form 4 and Form 5 and successive forms thereto;

(2)        do and perform any and all acts for and on behalf of such party that may be necessary or desirable to complete and execute any such documents, complete and execute any amendment or amendments thereto, and timely file such documents with the SEC and any stock exchange, automated quotation system or similar authority; and

(3)        take any other action of any type whatsoever in furtherance of the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such party, it being understood that the documents executed by such attorney-in-fact on behalf of such party pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Such party hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such party might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of such undersigned, is not assuming, nor is AGCO Corporation assuming, any responsibilities of any of the undersigned to comply with the Exchange Act.

This Power of Attorney shall remain in full force and effect until such party is no longer required to file such documents with respect to such party’s holdings of and transactions in securities issued by AGCO Corporation, unless earlier revoked by such party in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the each of undersigned has caused this Power of Attorney to be executed as of this 17th day of February, 2021.

EXHIBIT G

Letter from Mallika Srinivasan to AGCO Board of Directors

February 17, 2021

TAFE Proposes That the AGCO Board Add Three New Directors and Change the Lead Independent Director

The Board of Directors,

AGCO Corporation,

4205 River Green Parkway,

Duluth, GA 30096-2568

USA

Dear Fellow Board Members,

As you know, I have been communicating with Eric for some time now regarding TAFE’s concerns with the Board’s role in addressing the Company’s weakening competitive position vis-à-vis its peers, and in the review of capital allocation and portfolio decisions. I reviewed these same concerns with you at a recent Board meeting.

While I appreciate that AGCO is belatedly taking steps to address some of its shortfalls, as a 16.2% shareholder and the Company’s largest since 2014, TAFE continues to be very concerned by the Board’s slow progress in creating a truly shareholder-oriented Board. The two recent appointments to the Board were in the context of replacing two long-tenured retiring Directors but do not address the core issues we have identified. Although I supported both new appointments, they do not obviate the need for additional new directors with the requisite Board leadership experience and proven skills in agri-business, global manufacturing transformation and finance.

The Board has a fiduciary duty to work to deliver long-term sustainable value to the Company’s shareholders.  In a cyclical industry such as ours, this includes, among other things, anticipating the challenges arising from cycles and developing effective strategies to weather downturns.  While, of late, AGCO’s share price has benefitted from the current positive environment, our competitors have benefitted even more. We do not believe the current Board is pursuing the right strategies to avoid falling further behind when the cycle inevitably turns. AGCO cannot allow itself to be caught flat-footed.

AGCO requires a transformative agenda and a broad Board refresh to transition out directors whose long tenure has entrenched them in the current way of operating.  It is also critical that the Board install a lead independent Director with a proven track record of high-level public company Board leadership. These actions will add tremendous value to AGCO’s leadership team as we work to build long-term value for all AGCO stakeholders.

To support Eric as he begins his tenure as our new CEO, and to help the Company in this critical task, TAFE conducted an extensive, careful search and put forward three exceptionally qualified candidates with excellent track records, relevant skills and deep Board experience.   These potential candidates were shared with you as soon as possible after we completed a rigorous search and vetting process, and once it became clear that the Board was not, in our view, moving quickly and comprehensively to improve AGCO’s governance structure.  I want to stress that we do not believe that identifying and recruiting these candidates in any way undermines the Board’s governance practices or its parallel – and slow-moving – director search process (which was only instituted in response to our insistence that change was necessary).  Meaningful change on AGCO’s Board is a priority and necessary to fulfil our obligation to protect and enhance shareholder value.  Merely considering adding one director, as has been proposed, is simply not adequate.

I appreciate that the Board and Governance Committee are beginning to recognize the urgency of the matter, and I look forward to working constructively with all of my fellow Board members to achieve an outcome which is in the best interests of the Company and all of its shareholders.  

Sincerely, 

Mallika