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 15, 2005
Federal Agricultural Mortgage Corporation
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(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 (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1133 Twenty-First Street, N.W., Suite 600, Washington, D.C. 20036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (202) 872-7700
No change
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(Former name or former address, if changed since last report)
Item 1.01. Entry into a Material Definitive Agreement.
Lease of Office Space
The Registrant has entered into a Lease Agreement with Zions First National
Bank for approximately 1,800 square feet of office space located in Ames, Iowa
commencing June 15, 2005. The initial term of the Lease Agreement is for three
years at a base rent of $20,619.50 per year. The Registrant has the option to
renew the lease for an additional three-year term at a base rent of $21,660 per
year. Zions First National Bank owns 322,100 shares (approximately 31 percent)
of the Registrant's Class A Voting Common Stock. Zions Bancorporation, the
holding company for Zions First National Bank, owns 1,200,000 shares
(approximately 12 percent) of the Registrant's Class C Non-Voting Common Stock.
The Lease Agreement was entered into at an arms length basis in the ordinary
course of business, with terms and conditions comparable to those applicable to
entities unaffiliated with Farmer Mac.
Compensation Actions
In connection with the annual review of executive compensation by the
Registrant's Board of Directors, on June 16, 2005 the following amendments were
made to management employment contracts:
o The Employment Contract between Henry D. Edelman and the Registrant
was amended to change the base salary from $494,803 per year to
$514,100 per year and to extend the term to June 1, 2010.
o The Employment Contract between Nancy E. Corsiglia and the Registrant
was amended to change the base salary from $317,420 per year to
$329,800 per year and to extend the term to June 1, 2009.
o The Employment Contract between Tom D. Stenson and the Registrant was
amended to change the base salary from $259,874 per year to $270,009
per year and to extend the term to June 1, 2009.
o The Employment Contract between Jerome G. Oslick and the Registrant
was amended to change the base salary from $249,111 per year to
$258,827 per year.
o The Employment Contract between Timothy L. Buzby and the Registrant
was amended to change the base salary from $211,560 per year to
$226,560 per year and to extend the term to June 1, 2009.
o The Employment Contract between Michael P. Morris and the Registrant
was amended to change the base salary from $200,000 per year to
$215,000 per year and to extend the term to June 1, 2008.
Also in connection with the annual review of executive compensation by the
Registrant's Board of Directors, on June 16, 2005 the Board authorized the
Registrant's Compensation Committee to award cash bonuses to certain members of
management, subject to the Compensation Committee's final review of the
Registrant's business performance for the business planning year ending June 30,
2005. The authorized awards, which would be payable in July 2005 if granted by
the Compensation Committee, are as follows: Henry D. Edelman, $419,717; Nancy E.
Corsiglia, $196,695; Tom D. Stenson, $146,959; Timothy L. Buzby, $90,759; and
Michael P. Morris, $96,417.
New Management Employment Contract
On June 20, 2005, the Registrant entered into an Employment Contract with
Mary K. Waters to act as Vice President - Corporate Relations of the Registrant.
Under the Employment Contract, which has a term that extends to July 1, 2007,
Ms. Waters will be paid a base salary of $130,000 per year and a guaranteed cash
incentive amount of $30,000 with respect to the Registrant's business planning
year ending June 30, 2006. Under the Employment Contract with Ms. Waters, the
Registrant's exposure to severance pay and other costs of termination are capped
on the basis of the lesser of two years (eighteen months in the case of
dissolution) or the remaining term of the contract.
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
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Name: Jerome G. Oslick
Title: Vice President - General Counsel
Dated: June 21, 2005