6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of April 2012

FRESENIUS MEDICAL CARE AG & Co. KGaA

(Translation of registrant’s name into English)

Else-Kröner Strasse 1

61346 Bad Homburg

Germany

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F S           Form 40-F £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes £                     No S 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82

On March 28, 2012 the Company published in the German electronic-Bundesanzeiger (Federal Gazette) the agenda and invitation for its 2012 Annual General Meeting (“AGM”) of Ordinary Shareholders. The agenda and invitation for the 2012 AGM have been posted on the Company’s web site, www.fmc-ag.com. The Company has also posted on its web site two reports referred to in the AGM invitation – the report of the Company’s Supervisory Board and the report of the Company’s general partner pursuant to § 289 ss. 4 and § 315 ss. 4 of the German Commercial Code.

On or about April 6, 2012 the Depositary for the Company’s ordinary share and preference share American Depositary Receipts (“ADRs”) will distribute to ADR holders (a) the AGM agenda and invitation, (b) a voting instruction card for ordinary share ADR holders and (c) the Report of the Company’s Supervisory Board. The materials distributed by the ADR Depositary also include certain additional information (the “Supplemental Information”) that the Company has agreed to distribute to its ADR holders pursuant to the Pooling Agreement among the Company, Fresenius Medical Care Management AG, the Company’s general partner, Fresenius SE & Co. KGaA and the Company’s independent directors designated in the Pooling Agreement. The Supplemental Information relates to (i) security ownership of certain beneficial owners of the Company; (ii) trading markets for the Company’s securities, (iii) directors and senior management of the Company; (iv) compensation of the Company’s management board and our supervisory board; (v) options to purchase the Company’s securities, and (vi) material transactions between the Company and its subsidiaries and directors, officers and controlling persons of the Company. The Company furnished copies of the AGM agenda and invitation, the reports described above, and the Supplemental Information with a Form 6-K on March 29, 2012. The Company is furnishing the voting instruction card with this report on Form 6-K.

The Company’s Annual Report on Form 20-F and the Company’s 2011 Annual Report have each been posted on the Company’s web site.

EXHIBITS

The following exhibit is being furnished with this Report:

Exhibit 99.1          Voting Instruction Card

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 thereunto duly authorized.

DATE: April 6, 2012

Fresenius Medical Care AG & Co. KGaA,
a partnership limited by shares, represented by:
fresenius medical care management ag, its general partner
By:	/s/ Dr. Ben J. Lipps
	Name:	Dr. Ben J. Lipps
	Title:	Chief Executive Officer and Chairman of the Management Board of the General Partner
By:	/s/ Michael Brosnan
	Name:	Michael Brosnan
	Title:	Chief Financial Officer and Member of the Management Board of the General Partner

EX-99.1

Exhibit 99.1

Fresenius Medical Care AG & Co. KGaA	Shareholder motions
	All counter motions and proposals for election on specific items on the agenda are to be addressed to
	Fresenius Medical Care AG & Co. KGaA
	-Investor Relations-
	Else-Kröner-Straße 1
	61352 Bad Homburg v. d. H.
	Germany
	(Telefax: +49 (0)6172-609-2301)
	or via email to: ir@fmc-ag.de
	We will publish counter motions and electoral proposals made by shareholders that must be made accessible and are submitted to one of the aforementioned addresses by April 25, 2012 (24:00 hours CEST) on the web at http://www.fmc-ag.com/AGM2012.htm

WO# XXXXX
▼  FOLD AND DETACH HERE  ▼
	Please mark your votes as indicated in this example	S

		FOR	AGAINST	ABSTAIN			FOR	AGAINST	ABSTAIN
1.	Resolution on the approval of the annual financial statements of Fresenius Medical Care AG & Co. KGaA for fiscal year 2011	¨	¨	£	6.	Amendment to Section 12 (2) sentence 2 of the Articles (composition of the Audit and Corporate Governance Committee)	¨	¨	¨
2.	Resolution on the allocation of distributable profit	¨	¨	¨	7**	Resolution(s) added upon shareholder request pursuant to Section 122 (2) German Stock Corporation Act (Aktiengesetz), if any	¨	¨	¨
3.	Resolution on the approval of the actions of the General Partner	¨	¨	¨
4.	Resolution on the approval of the actions of the members of the Supervisory Board	¨	¨	¨
5.	Election of the auditors and consolidated group auditors for fiscal year 2012	¨	¨	¨
					**Note: According to Section 122 (2) German Stock Corporation Act, shareholders might under certain circumstances request the addition of agenda items. The deadline for filing such a request is April 9, 2012 (24:00 hours CEST). You can view the current version of the agenda here: http://www fmc-ag.com/AGM2012.htm
					This will allow you to ascertain whether or not any agenda items have been added at all.
					Alternatively, if you do not have access to the internet, you may wish to call 1800-555-2470 in order to request a hard copy of the revised agenda (if applicable).

			Mark Here for
		RESTRICTED SCAN LINE AREA	Address Change or Comments	o
			SEE REVERSE
	NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
Signature____________________________ Signature _____________________________ Date ______________

▼  FOLD AND DETACH HERE  ▼

FRESENIUS MEDICAL CARE AG & Co. KGaA

Instructions to The Bank of New York Mellon, as Depositary

(Must be received prior to 5:00 p.m. New York City time on April 30, 2012)

The undersigned registered holder of one or more American Depositary Receipts (“Receipts”) of Fresenius Medical Care AG & Co. KGaA (the “Company”) representing ordinary shares hereby requests and instructs The Bank of New York Mellon, as Depositary, to vote or cause to be voted in accordance with the instructions marked on the reverse side hereof, the number of ordinary shares of the Company represented by such Receipt(s) registered in the name of the undersigned on the books of the Depositary as of the close of business on March 30, 2012, at the Annual General Meeting of Shareholders of Fresenius Medical Care AG & Co. KGaA to be held on May 10, 2012, in respect of the agenda items specified in the accompanying invitation.

The Custodian has recommended that ordinary shares be voted “FOR” each of the resolutions #1 to #6 set forth in the accompanying invitation. As for agenda item #7 (only applicable in case of agenda additions pursuant to Section 122 (2) German Stock Corporation Act), the Depositary shall not vote or attempt to exercise the voting right attached to the shares or other deposited securities other than in accordance with the specific voting instruction from an Owner prior to the Instruction Date. As provided in the Receipts, if no specific voting instruction is received from an Owner prior to the Instruction Date, that Owner shall be deemed to have instructed the Depositary to give a proxy to the Custodian, which will act as the proxy bank in accordance with Section 135 of the German Stock Corporation Act, to vote in accordance with the Recommendation with regard to voting of the Shares pursuant to Section 135 (3) of the German Stock Corporation Act as to any matter concerning which the notice from the Company indicates that a vote is to be taken by holders of shares.

Address Change/Comments (Mark the corresponding box on the reverse side)
THE BANK OF NEW YORK MELLON
PO BOX 3549
S HACKENSACK NJ 07606-9249
(Continued and to be marked, dated and signed, on the other side)
	WO# XXXXX