8-K

As filed with the Securities and Exchange Commission on August 29, 2014

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):  August 29, 2014 (August 26, 2014)

MONSANTO COMPANY

 (Exact Name of Registrant as Specified in its Charter)

Delaware	001-16167	43-1878297
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 North Lindbergh Boulevard

St. Louis, Missouri    63167

(Address of Principal Executive Offices)  (Zip Code)

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

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

_________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On Aug. 26, 2014, Monsanto Company’s People and Compensation Committee (the “Committee”) approved the Monsanto Company Fiscal Year 2015 Annual Incentive Plan (the “2015 Plan”).  The 2015 Plan covers the performance period from Sept. 1, 2014 through Aug. 31, 2015, Monsanto Company’s fiscal year 2015.  Eligibility includes regular employees of Monsanto Company and its subsidiaries, other than employees of The Climate Corporation (“Climate”) and employees who participate in a local sales or business-specific annual incentive plan, and the Chief Executive Officer of Climate.  The 2015 Plan excludes from eligibility all Company employees employed in the United States who are members of a collective bargaining unit with whom incentive compensation was the subject of good faith bargaining.

Funding of the 2015 Plan is determined by the Company’s attainment of certain financial goals related to net sales (10% weighting), diluted earnings per share (50% weighting) and free cash flow (40% weighting) and the determination by the Committee that such attainment satisfies certain subjective performance criteria as determined by the Committee.  Various performance levels are approved by the Committee with a payout level (as a percentage of target award pool) associated with each level of performance as follows: (i) threshold, 35%, (ii) target, 100%, and (iii) outstanding, 200%.

The award pool will be funded at no less than 20% of target level funding in the event the Company pays dividends with respect to each of its financial quarters ending during the fiscal year 2015.  However, if the Company fails to attain at least the threshold level of performance with respect to the diluted earnings per share goal, the incentive pool may not fund at greater than 20% of the target level of funding.  One or more of the financial goals may be funded at above the outstanding level at the Committee’s discretion, provided the overall incentive pool would be capped at 200% of target level unless the Committee determines in its discretion to fund above 200%.  Regardless of the attainment of any one or more of the 2015 Plan’s financial goals, the Committee, in its sole discretion, shall determine whether the award pool should be funded and the amount of such funding, if any.

The 2015 Plan also contains provisions and exceptions relating to new hires, changes in base compensation, changes in employment status (including termination of employment) and other specific situations.

This summary description of the 2015 Plan does not purport to be complete and is qualified in its entirety by reference to the 2015 Plan, a copy of which is filed as Exhibit 10 hereto and incorporated by reference herein.

ITEM 9.01.                                Financial Statements and Exhibits.

 (d)           Exhibits

The following documents are filed as exhibits to this report:

Exhibit 10 Fiscal Year 2015 Annual Incentive Plan, as approved by the People and Compensation Committee of the Board of Directors on August 26, 2014.  †

† Represents management contract or compensatory plan or arrangement.

2

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.

Dated:  August 29, 2014

MONSANTO COMPANY
By:	/s/ Jennifer L. Woods
Name:	Jennifer L. Woods
Title:	Assistant Secretary

3

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10	Fiscal Year 2015 Annual Incentive Plan, as approved by the People and Compensation Committee of the Board of Directors on Aug. 26, 2014.  †

† Represents management contract or compensatory plan or arrangement.

4

EX-10

Exhibit 10

Fiscal 2015 Annual Incentive Plan

(September 1, 2014 through August 31, 2015 Performance Period)

The Fiscal 2015 Annual Incentive Plan (the “Fiscal 2015 AIP”) provides eligible employees the opportunity to earn cash awards for Company and individual performance during the Performance Period.

Performance Period: September 1, 2014 through August 31, 2015, the Company’s fiscal year 2015 (the “Performance Period”).

Eligibility:  All regular full-time and part-time employees of Monsanto Company and its subsidiaries (the “Company”), other than employees of the Climate Corporation (“Climate”), who do not participate in a sales or business-specific annual incentive plan, and the CEO of Climate

Performance Goals:

·   The People and Compensation Committee of the Board of Directors (the “Committee”) establishes Threshold, Target and Outstanding level goals for the Performance Period relating to the following financial goals (each, a “Financial Goal” and collectively, the “Financial Goals”):

Ø   Net Sales (weighted 10%);

Ø   Diluted Earnings Per Share (weighted 50%); and

Ø   Free Cash Flow (“Cash Flow”) (weighted 40%).

·   Each employee participating in the Fiscal 2015 AIP (a “Participant”) also has individual performance goals relating to business and/or people initiatives.

General Provisions:

·   Each Participant is provided a “Target Incentive Opportunity” for the Performance Period, expressed as a percentage of base pay in effect as of the last day of the Performance Period (i.e., August 31, 2015).

·   The Plan’s “Target Award Pool” is the sum of the dollar amount of all Participants’ Target Incentive Opportunities.

Plan Funding:

·   After the end of the Performance Period, the Committee determines in its sole discretion its calculation of the “Funding Factor,” which represents the percentage attainment (on a weighted average basis) of the three Financial Goals (Net Sales, EPS and Cash Flow) based on the Company’s performance against each of the Financial Goals for the Performance Period, as follows:

Performance Level	Potential Award Pool Funding (As a Percent of Target Award Pool)
Threshold	35%
Target	100%
Outstanding	200%

·   The Funding Factor is multiplied by the Plan’s Target Award Pool to determine the amount of the Fiscal 2015 AIP Award Pool.

·   Special considerations for the Committee to follow when determining funding of the Award Pool in its sole discretion:

Ø   The Committee may, in its sole discretion, consider subjective factors in determining whether or not any Financial Goal has been attained and the amount of Award Pool funding with respect to each Financial Goal, if any.

Ø   The Award Pool will fund at 20% of Target-level funding in the event the Company pays dividends with respect to each of its fiscal quarters ending during the Performance Period.  However, if the Company fails to attain at least the Threshold-level of performance with respect to the EPS Financial Goal for the Performance Period, the Award Pool may not be funded at a level greater than 20% of Target-level funding.

Ø   One or more of the Financial Goals may be funded at above Outstanding-level funding if the Committee determines in its sole discretion that Company performance with respect to such Financial Goal warrants such funding; provided, however, the overall funding of the Award Pool is capped at 200% of Target-level funding unless the Committee determines in its sole discretion to fund above 200%.

Allocation of the Award Pool:

·   The Award Pool is allocated among Participants based upon:

Ø   each Participant’s Target Annual Incentive Opportunity for the Performance Period;

Ø   performance of the Participant’s business or function measured against business or function goals; and

Ø   each Participant’s individual performance during the Performance Period, assessed

o   People managers:  50% based on business results; the remaining 50% based on development of people, team and personal development (including diversity)

2

o   Non-managers: 75% based on business results; the remaining 25% based on personal development

Ø   A Participant’s Award may be greater than 200% of his or her Target Incentive Opportunity.

Events Affecting Payout of Individual Awards:

·   If a Participant commences employment with the Company during the Performance Period, the Participant is eligible for a pro-rated Award reflecting the actual number of months worked by the Participant during the Performance Period (rounded to the nearest whole month).

·   If a Participant’s Target Incentive Opportunity changes during the Performance Period (by reason of a promotion or demotion or otherwise), the Participant is eligible for an Award reflecting the Target Incentive Opportunity in effect for the Participant on the last day of the Performance Period.

·   If a Participant’s base pay changes during the Performance Period, the Participant’s Award is based on the Participant’s base pay in effect on the last day of the Performance Period.

·   If a Participant transfers employment within the Company or to a subsidiary of the Company, the Participant’s Award will come from the unit, division or subsidiary in which the Participant is working as of the last day of the Performance Period. In such an event, the Participant’s performance for the entire Performance Period will be considered in determining the amount of the Participant’s Award.

·   A Participant who:

Ø   voluntarily resigns other than on account of “Retirement” forfeits all rights to the Participant’s Award unless the resignation occurs after the end of the Performance Period. “Retirement” is defined as a voluntary termination of employment on or after the attainment of age 55 and five years of employment with the Company and its affiliates.

Ø   involuntarily separates without cause (including by reason of poor performance), retires, dies, or becomes permanently disabled (under the terms of any disability income plan applicable to such Participant), is eligible to receive a prorated payment in respect of the Participant’s Award based on the Participant’s employment during the Performance Period (rounded to the nearest whole month), provided that the Participant worked at least three whole months during the Performance Period.

Ø   incurs a termination of employment for “cause” (as defined below), forfeits all rights to the Participant’s Award.  A termination of employment for “cause” is defined as an  involuntary termination of the Participant’s employment on account of the Participant engaging in (i) any willful or intentional neglect in performing the Participant’s duties, including, but not limited to, fraud, misappropriation or embezzlement involving property of the Company or an affiliate, or (ii) any other intentional wrongful act that may impair the goodwill or business of the Company or an affiliate, or that may cause damage to any of their businesses.

3

·   Continued eligibility for employees employed in the United States who become represented by a collective bargaining unit during the Performance Period will be determined by good faith bargaining.

·   Each Award granted to a Participant (to the extent earned) will be paid on or before November 15, 2015 (other payment dates may apply to Participants working outside the United States).

·   The Fiscal 2015 AIP, and any actions taken hereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the application of the conflicts of law provisions thereof or any other state.

4