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): June 2, 2010

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Federally chartered instrumentality of the United States	001-14951	52-1578738
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1133 Twenty-First Street, N.W., Suite 600, Washington D.C.	20036
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (202) 872-7700

No change

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 2, 2010, the Board of Directors of the Federal Agricultural Mortgage Corporation (“Farmer Mac”) amended its By-Laws to (i) allow for interests of shareholders to be evidenced by uncertificated shares held in book-entry format through a transfer agent or registrar, and (ii) to allow for the appointment by the Board of Directors of executive officers of Farmer Mac, including the President and one or more Executive and/or Senior Vice Presidents, and for the appointment by the President of other officers determined to be appropriate, including one or more Vice Presidents.  Previously, Farmer Mac’s By-Laws only permitted officers to be appointed by the Board of Directors.  Appointment of the executive officer positions of Treasurer, Controller and Secretary of Farmer Mac remains within the exclusive power of the Board of Directors.

The text of the amendments to Farmer Mac’s By-Laws is attached to this report as Exhibit 3.

Item 5.07.  Submission of Matters to a Vote of Security Holders.

(a)	Farmer Mac’s Annual Meeting of Stockholders was held on June 3, 2010.
(b)	In addition to the ten directors elected at the Annual Meeting of Stockholders on June 3, 2010 as described below, the following directors appointed by the President of the United States continue to serve as directors of Farmer Mac:

Lowell L. Junkins (Acting Chairman)

Julia Bartling

Grace T. Daniel

Glen O. Klippenstein

Listed below are the final results for the election of directors (cumulative voting):

Class A Stockholders

Nominee	Number of Votes For	Broker Non-Vote
Dennis L. Brack	595,395	193,735
James R. Engebretsen	595,061	193,735
Dennis A. Everson	594,811	193,735
Mitchell A. Johnson	593,978	193,735
Clark B. Maxwell	594,895	193,735

Class B Stockholders

Nominee	Number of Votes For	Broker Non-Vote
Richard H. Davidson	546,506	0
Ernest M. Hodges	547,568	0
Brian P. Jackson	357,353	0
Brian J. O’Keane	546,505	0
John Dan Raines	462,573	0

Farmer Mac’s federal charter provides that five directors are elected by a plurality of the votes of the holders of Class A Voting Common Stock and five directors are elected by a plurality of the votes of the holders of Class B Voting Common Stock.  Based on the results set forth above, the following individuals were elected to serve as directors of Farmer Mac for one-year terms beginning June 3, 2010:  Dennis L. Brack, Richard H. Davidson, James R. Engebretsen, Dennis A. Everson, Ernest M. Hodges, Brian P. Jackson, Mitchell A. Johnson, Clark B. Maxwell, Brian J. O’Keane, and John Dan Raines.

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Farmer Mac also submitted the selection and ratification of its independent registered public accounting firm (PricewaterhouseCoopers LLP) to Farmer Mac’s stockholders for a vote.  The final results for that vote are listed below:

Class A Stockholders and Class B Stockholders (combined)

	Number of Votes
For	1,261,901
Against	20,979
Abstain	1,585
Broker Non-Vote	0

(c)  Not applicable.

Item 8.01.  Other Events.

On June 2, 2010, the Board of Directors of Farmer Mac declared a quarterly dividend on each of Farmer Mac’s three classes of common stock – Class A Voting Common Stock, Class B Voting Common Stock, and Class C Non Voting Common Stock.  The quarterly dividend of $0.05 per share of common stock will be payable on June 30, 2010 to holders of record of common stock as of June 15, 2010.  Also on June 2, 2010, the Board of Directors of Farmer Mac declared a quarterly dividend on the Corporation’s Series C Preferred Stock.  The quarterly dividend of $12.50 per share of Series C Preferred Stock is for the period from April 1, 2010 through June 30, 2010 and will be payable on June 30, 2010 to holders of record of preferred stock as of June 15, 2010.  Each share of Series C Preferred Stock has a par value and liquidation preference of $1,000.00 per share.

Information about dividends is also included in the press release attached to this report as Exhibit 99.

Item 9.01.  Financial Statements and Exhibits.

(a)   Not applicable.

(b)   Not applicable.

(c)   Not applicable.

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(d)   Exhibits:

3.           Text of amendments to By-Laws. 

99.         Press release dated June 7, 2010 regarding the declaration of dividends on common and preferred stock. 

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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
	Name:	Jerome G. Oslick
	Title:	Senior Vice President – General Counsel

Dated:  June 7, 2010

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EX-3

Exhibit 3

Text of Amendments to By-Laws

Article III, Section 1 of the By-Laws of the Federal Agricultural Mortgage Corporation is revised to read as follows:

“The executive officers of the Corporation shall be a President, one or more Executive and/or Senior Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and a Controller, each of whom shall be appointed by resolution of the Board of Directors.  Such other executive officers as may be deemed necessary also may be appointed by resolution of the Board of Directors.  Any other officers, including, if appropriate, one or more Vice Presidents of the Corporation, shall be appointed by the President.  Any of the above offices may be held by the same person, except the offices of President and Secretary.”

Article VII, Section 1 of the By-Laws of the Federal Agricultural Mortgage Corporation is revised to read as follows:

“The interest of each shareholder of the Corporation shall be evidenced by (i) certificates representing shares of stock of the Corporation, certifying the number of shares represented thereby, (ii) uncertificated shares that may be evidenced by a book-entry maintained by a transfer agent or registrar of such stock, or (iii) a combination of both (i) and (ii).  Any such shares shall be in such form not inconsistent with the governing statute of the Corporation as the Board of Directors may from time to time prescribe.

To the extent that shares are represented by certificates of stock, such certificates shall be signed by the Chairman of the Board of Directors or the President and by the Secretary or Assistant Secretary and sealed with the corporate seal or an engraved or printed facsimile thereof.  The signatures of such officers upon a certificate may be facsimile if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Corporation itself or one of its employees.  In the event that any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer had not ceased to be such at the time of the issue.

Each certificate or share shall be consecutively numbered or otherwise identified.   The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.  All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in the case of a lost, destroyed or mutilated certificate, a new certificate may be issued upon such terms and with indemnity to the Corporation as the Board of Directors may prescribe.”

Article VII, Section 3 of the By-Laws of the Federal Agricultural Mortgage Corporation is revised to read as follows:

“Transfer of certificated shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of the authority to transfer, or by his attorney thereto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares.

Transfer of uncertificated shares of the Corporation shall be made only on the stock transfer books of the Corporation upon receipt of proper transfer instructions from the holder of record thereof or by his legal representative, who shall furnish proper evidence of the authority to transfer, or by his attorney thereto authorized by power of attorney duly executed and filed with the Secretary of the Corporation.

The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.”

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EX-99.1

 

NEWS

FOR IMMEDIATE RELEASE	CONTACT
June 7, 2010	Richard Eisenberg
	202-872-7700

Farmer Mac Declares Quarterly Dividends on

Common and Preferred Stock

Washington, D.C. — The board of directors of the Federal Agricultural Mortgage Corporation (Farmer Mac) has declared a quarterly dividend on each of the Corporation’s three classes of common stock – Class A Voting Common Stock (NYSE: AGM.A), Class B Voting Common Stock (not listed on any exchange), and Class C Non-Voting Common Stock (NYSE: AGM).  The quarterly dividend of $0.05 per share of common stock will be payable on June 30, 2010 to holders of record of common stock as of June 15, 2010.

Farmer Mac’s board of directors has also declared a quarterly dividend on the Corporation’s Series C Preferred Stock, which is not listed on any exchange.  The quarterly dividend of $12.50 per share of Series C Preferred Stock is for the period from April 1, 2010 through June 30, 2010 and will be payable on June 30, 2010 to holders of record of preferred stock as of June 15, 2010.  Each share of Series C Preferred Stock has a par value and liquidation preference of $1,000.00 per share.

Farmer Mac is a stockholder-owned instrumentality of the United States chartered by Congress to establish a secondary market for agricultural real estate and rural housing mortgage loans and rural utilities loans and to facilitate capital markets funding for USDA-guaranteed farm program and rural development loans.  Additional information about Farmer Mac is available on its website at www.farmermac.com.

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