8-K

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):  May 7, 2018 (May 7, 2018)

Monsanto Company

(Exact name of registrant as specified in its charter)

Delaware	001-16167	43-1878297
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 800 North Lindbergh Boulevard

St. Louis, Missouri 63167

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:  (314) 694-1000

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 (see General Instruction A.2 below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.

As previously disclosed, Monsanto Company (the "Company") is party to a merger agreement providing for the acquisition of the Company by Bayer Aktiengesellschaft ("Bayer") on the terms and conditions contained therein.  The completion of the merger remains subject to satisfaction of certain closing conditions, including receipt of required regulatory approvals.

On May 7, 2018, the Company's Chairman and Chief Executive Officer announced that he will be departing the Company at the closing of the merger.  In addition, on May 7, 2018, the Company's Senior Vice President and Chief Financial Officer, the Company's Executive Vice President and Chief Technology Officer and the Company's Executive Vice President, Secretary and General Counsel announced that they will be departing the Company shortly after the closing of the merger.  Current executives of the Company who will transition to become members of the Crop Science Executive Leadership Team at Bayer once the merger is closed include the Company's President and Chief Operating Officer.

All of the foregoing officers are expected to continue in their current roles through the completion of the merger.

Item 7.01. Regulation FD Disclosure

On May 7, 2018, the Company issued a press release regarding certain of the matters described in Item 5.02, which press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description of Document
99.1	Press Release of Monsanto Company, issued May 7, 2018.

SIGNATURE

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.

	MONSANTO COMPANY
Date: May 7, 2018	By:	/s/ Michelle Bushore
		Name: Michelle Bushore
		Title: Deputy General Counsel and Chief Legal Officer, Climate

EX-99.1

Exhibit 99.1

RELEASE        Immediately   MONSANTO COMPANY

   800 NORTH LINDBERG BLVD

CONTACT     Media: Sara Miller (314) 694-5824     ST. LOUIS, MISSOURI 63167

                          Investors: Laura Meyer (314) 694-8148

MONSANTO COMPANY CHAIRMAN AND CHIEF EXECUTIVE OFFICER HUGH GRANT ANNOUNCES INTENT TO LEAVE MONSANTO UPON CLOSING OF BAYER ACQUISITION

ST. LOUIS (May 7, 2018) – Monsanto Company (NYSE: MON) Chairman and Chief Executive Officer Hugh Grant announced today his intent to leave Monsanto at the closing of the acquisition of Monsanto by Bayer AG. Grant will maintain his position as Chairman and Chief Executive Officer until closing, continuing to focus on leading the company on its top objectives of securing deal approval and delivering on its underlying business priorities. Bayer continues to target closing in the second calendar quarter of 2018.

"It has been my sincere privilege to serve as Monsanto's CEO during this period of extraordinary growth and transformation within our business," said Grant. "I'm proud of what we've delivered and look forward to what the future holds for this organization."

Mr. Grant has worked in agriculture his entire career, beginning with a part-time job in college in Scotland, to leading Monsanto as Chairman and Chief Executive Officer since 2003. Over his 35-year tenure with the company, he has worked for Monsanto on three continents, managing key elements of the global business and helping to diversify the company's products and solutions for growers.

"On behalf of the Monsanto Board of Directors, I want to recognize and thank Hugh for his extraordinary leadership at Monsanto," said Bob Stevens, Monsanto Lead Director. "It has been my honor to work alongside him for the past 15 years and watch as he has helped shape not only Monsanto, but the broader agriculture industry as well. Hugh's unwavering commitment to Monsanto's employees and customers have been key drivers for the outstanding culture he and his team have built. His leadership and legacy will undoubtedly be felt for years to

come."

"The combination with Bayer will be a historic day for Monsanto, reinforcing the value of our business and the remarkable foundation our global team of more than 20,000 employees has built over the years," Grant added. "While I have made the decision to pursue new opportunities following the closing of the transaction, I will continue to be an advocate for agriculture and look forward to always being a voice in the conversation. My enthusiasm and excitement for what is ahead with Bayer, and the opportunity the combined company will have to support growers in their effort to be more productive, more profitable and more sustainable, is stronger than ever."

In addition to Chairman and Chief Executive Officer Hugh Grant, several members of the Monsanto Executive Team also announced they will be departing shortly after closing. Each will stay with the company for a period of time following closing to help support a successful transition with Bayer. Executive Team members departing after closing include: Chief Financial Officer Pierre Courduroux, Chief Technology Officer Dr. Robert

Fraley, Chief of Staff and Community Relations Janet Holloway, Chief Human Resources Officer Steven Mizell, Chief Strategy Officer Kerry Preete, Controller Nicole Ringenberg, and Secretary and General Counsel David Snively.

Current Monsanto executives who will transition to become members of the Crop Science Executive Leadership Team at Bayer once the deal is closed include Monsanto President and Chief Operating Officer Brett Begemann, Climate Chief Executive Officer Dr. Michael Stern, Monsanto Chief Information Officer James Swanson, Monsanto Technology Integration Lead Dr. Robert Reiter and Monsanto Global Supply Chain and Commercial Operations Lead Jesus Madrazo.

About Monsanto Company

Monsanto is committed to bringing a broad range of solutions to help nourish our growing world. We produce seeds for fruits, vegetables and key crops - such as corn, soybeans, and cotton - that help farmers have better harvests while using water and other important resources more efficiently. We work to find sustainable solutions for soil health, help farmers use data to improve farming practices and conserve natural resources, and provide crop protection products to minimize damage from pests and disease. Through programs and partnerships, we collaborate with farmers, researchers, nonprofit organizations, universities and others to help tackle some of the world's biggest challenges. To learn more about Monsanto, our commitments and our more than 20,000 dedicated employees, please visit monsanto.com. Follow our business on Twitter® at twitter.com/MonsantoCo.

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