Federal Agricultural Mortgage Corporation ($AGM)

Earnings Call Transcript · May 14, 2026

NYSE US Financials Financial Services Shareholder/Analyst Calls 18 min

Earnings Call Speaker Segments

Operator

Operator
#1

Thank you for standing by. At this time, I would like to welcome everyone to the Farmer Mac 2026 Annual Meeting of Stockholders. [Operator Instructions] I would now like to turn the conference over to LaJuana Wilcher, Vice Chair. The floor is yours.

LaJuana Wilcher

Executives
#2

Good morning. I'm LaJuana Wilcher, Vice Chair of the Board of Farmer Mac. I'm pleased to welcome you to Farmer Mac's 2026 Annual Meeting. In accordance with the notice of meeting, I call this Annual Meeting of Stockholders to order. Some stockholders who may have wanted to participate in this meeting in person may have been unable to travel to Washington, D.C. So we have made it possible for you to participate by teleconference and webcast. If you are a voting stockholder participating in the meeting by teleconference, who plans to vote outside of the regular proxy process today and if you have not yet received a blank proxy card, please e-mail a request right now to [email protected]. That's I India R Romeo @farmermac.com. We intend to follow the meeting agenda that was available as you entered the room and has also been posted at Farmer Mac's website. We will provide for general question-and-answer session for stockholders after the formal business of the meeting is concluded. I would like to begin by introducing our director nominees and the directors appointed by the President -- confirmed by the U.S. Senate, all of whom are present in person this morning. Farmer Mac has two classes of voting stockholders, each of which elects five directors. Class A stockholders are banks, insurance companies, mortgage banks, investment banks and other financial institutions. Class B stockholders are farm credit system institutions. The other five directors are nominated by the President of the United States and confirmed by the U.S. Senate. Farmer Mac's proxy statement dated April 15, 2026, contains a biographical sketch of each nominee and presidential appointees on Pages 16 through 22. Copies of the 2026 proxy statement are available at the registration desk for the meeting and on Farmer Mac's website. The following individuals have been nominated for election as Class A directors: James Engebretsen, Lyle Logan,Eric McKissack, Jeffrey Plagge and Todd Ware. The nominees for directors to be elected by the Class B stockholders are Dale Crawford, Amy Gales, Kevin Riel, Robert Sexton and Daniel Shaw. The Board members nominated by the President and confirmed by the U.S. Senate are Sara Faivre, Charles Stones, Lowell Junkins; and myself, LaJuana Wilcher. I would also like to introduce the executive officers of Farmer Mac here today. Pages 29 to 31 of the proxy statement contain more information about the background and experience of each of the 5 officers. Brad Nordholm, Chief Executive Officer; Zachary Carpenter, President and Chief Operating Officer; Geraldine Hayhurst, Executive Vice President, Chief Legal Officer and Board Secretary; Matthew Pullins, Executive Vice President and Chief Financial Officer and Treasurer; Brian Brinch, Executive Vice President and Enterprise Risk Officer. I would like to ask Geraldine Hayhurst, our Corporate Secretary, to report on the mailing of the meeting notice and the presence of a quorum.

Geraldine Hayhurst

Executives
#3

Thanks [indiscernible] Wilcher. This meeting is held in accordance with the printed notice mailed the week of April 13, 2026, to each voting stockholder of record as of March 23, 2026. Farmer Mac's transfer agent, Equiniti Trust Company, reports that the holders of a quorum of Farmer Mac's voting common stock are present in person or are represented by proxy at this meeting. For those voting stockholders present today in person or by teleconference, who returned properly completed and signed proxies, the proxy committee will vote the shares represented in those proxies as directed on all matters coming before the meeting. Unless you want to change your vote, you need not submit ballots on matters already voted by proxy. Would you please raise your hand or contact the call operator if you plan to vote personally at this meeting.

LaJuana Wilcher

Executives
#4

We have a quorum, so I declare Farmer Mac's 2026 Annual Meeting of the Stockholders to be officially convened. On behalf of the Board of Directors, I would like to express my appreciation to all stockholders participating today either in person or by teleconference and those who returned their proxies. Before beginning the election phase of this meeting, I would like Geraldine Hayhurst to advise about some of the statements that may be made at this meeting.

Geraldine Hayhurst

Executives
#5

During this meeting, representatives of Farmer Mac may make forward-looking statements that reflect current expectations for Farmer Mac's future and financial results. Our expectations for Farmer Mac's future performance necessarily involve assumptions, estimates and the evaluation of risks and uncertainties. Various factors could cause Farmer Mac's actual results to differ materially from our current expectations. A detailed discussion of these factors can be found in Farmer Mac's SEC filings, including Farmer Mac's annual report on Form 10-K for 2025 and Farmer Mac's quarterly report on Form 10-Q filed last week. The forward-looking statements you may hear today represent current expectations. We undertake no obligation to update them, except as otherwise required by law.

LaJuana Wilcher

Executives
#6

Thank you, Geraldine. I have prepared some brief written remarks that I would like to submit for the official record of the meeting but have no further remarks to make orally at this time. So I would like to now turn to the election phase of the meeting. The first matter to be voted on is the election of directors to serve until the next annual meeting or until their successors are duly elected and qualified. To facilitate the election of directors, the Board of Directors uses a Corporate Governance Committee consisting of directors from each of the Board's 3 constituent groups. The Corporate Governance Committee has recommended 5 individuals for election as Class A nominees and 5 individuals for election as Class B nominees. The Board approved these recommendations. Ms. Hayhurst, please place before the meeting by the Board's nominations for directors to be elected by Class A stockholders.

Geraldine Hayhurst

Executives
#7

The Board's nominees for election as directors to be elected by Class A stockholders who are identified in the proxy statement are now formally placed before this meeting as follows: James R. Engebretsen, Lyle Logan, Eric T. McKissack, Jeffrey L. Plagge and Todd P. Ware.

LaJuana Wilcher

Executives
#8

Ms. Hayhurst, please place before the meeting the Board's nominations for directors to be elected by Class B stockholders.

Geraldine Hayhurst

Executives
#9

The Board's nominees for election as directors to be elected by Class B stockholders who are identified in the proxy statement are now formally placed before this meeting as follows: Dale E. Crawford, Amy H. Gales, Kevin G. Riel, Robert G. Sexton and Daniel L. Shaw.

LaJuana Wilcher

Executives
#10

Only persons who are eligible holders of Class A or Class B voting common stock as of March 23, 2026, are entitled to vote at this meeting. Under Farmer Mac's bylaws, any Class A or Class B stockholder who wished to make a director nomination for consideration at this annual meeting was required to do so by February 14, 2026. So the nominations for directors are now closed. Is there any discussion on the nominations? Thank you. The next matter being submitted for action is the ratification of the selection by the Audit Committee of PricewaterhouseCoopers as the independent auditors of Farmer Mac in 2026 as described on Page 74 of the proxy statement. Farmer Mac's bylaws provide that the Audit Committee shall annually select independent auditors and that the selection shall be submitted to the stockholders for ratification. The Audit Committee and the Board recommend ratification of this selection by the stockholders. Only persons entitled to vote Class A or Class B stock may vote on this proposal. Ms. Hayhurst, please place before the meeting this proposal.

Geraldine Hayhurst

Executives
#11

The Audit Committee unanimously selected PricewaterhouseCoopers to serve as Farmer Mac's independent auditors for 2026, subject to stockholder ratification. This selection is now submitted to the holders of voting common stock for their ratification.

LaJuana Wilcher

Executives
#12

Are there any questions or discussion on the ratification of PricewaterhouseCoopers to serve as Farmer Mac's independent auditors for 2026? Thank you. The next matter being submitted for action is an advisory vote on Farmer Mac's executive compensation as described on Page 75 of the proxy statement. This is known as the say-on-pay vote. This advisory vote is a nonbinding vote on the compensation of Farmer Mac's named executive officers as presented on Pages 32 to 69 of the proxy statement. It is not a vote on Farmer Mac's general compensation policies, compensation on the Board of Directors or Farmer Mac's compensation policies as they relate to risk management. Farmer Mac is required to hold an advisory vote on executive compensation at least once every 3 years but has made a practice of holding the vote on an annual basis. Only persons entitled to vote Class A or Class B stock may vote on Farmer Mac's executive compensation practices. Ms. Hayhurst, please place before the meeting this proposal.

Geraldine Hayhurst

Executives
#13

An advisory vote is requested on the motion that Farmer Mac's voting stockholders approve on an advisory basis, the compensation of Farmer Mac's named executive officers as described in the 2026 proxy statement.

LaJuana Wilcher

Executives
#14

Are there any questions or discussion on the advisory vote on Farmer Mac's executive compensation? Thank you. And now, will the Secretary please report the preliminary results of the voting.

Geraldine Hayhurst

Executives
#15

The ballots have been counted and the following candidates received the highest number of votes from holders of Class A voting common stock: James Engebretsen, Lyle Logan, Eric McKissack, Jeffrey Plagge and Todd Ware. The following candidates received the highest number of votes from holders of Class B common stock: Dale Crawford, Amy Gales, Kevin Riel, Robert Sexton and Daniel Shaw. More than a majority of the shares of voting common stock represented at this meeting has voted in favor of the ratification of the selection of PricewaterhouseCoopers LLP as Farmer Mac's auditors for 2026. More than a majority of the shares of voting common stock represented at this meeting has voted in favor of the advisory vote approving the compensation of Farmer Mac's named executive officers. Subject to verification of the ballots, I declare that the following directors have been duly elected: James R. Engebretsen, Lyle Logan, Eric T. McKissack, Jeffrey L. Plagge and Todd P. Ware as the 5 directors elected by the holders of Class A voting common stock. Dale E. Crawford, Amy H. Gales, Kevin G. Riel, Robert G. Sexton and Daniel L. Shaw as the 5 directors elected by holders of Class B voting common stock. Also, subject to verification of the ballots.

LaJuana Wilcher

Executives
#16

I declare that the selection of PricewaterhouseCoopers LLP as Farmer Mac's independent auditors for 2026 has been duly ratified. And the compensation of Farmer Mac's named executive officers has been approved on an advisory basis. Farmer Mac's Board of Directors will take into consideration the results of this advisory vote going forward. All of these results are preliminary. Every ballot will be checked against our stockholder records and an exact vote count determined for the record of the meeting. This concludes the formal business portion of our meeting. There will be a general question-and-answer period for stockholders after adjournment of the meeting. I will now entertain a motion for adjournment. Mr. Pullins?

Matthew Pullins

Executives
#17

My name is Matthew Pullins, a member of the Proxy Committee. On behalf of the proxies held by that committee, I move adjournment.

LaJuana Wilcher

Executives
#18

Ms. Hayhurst?

Geraldine Hayhurst

Executives
#19

My name is Geraldine Hayhurst, a member of the Proxy Committee. I am voting all the proxies held by the Proxy Committee, which represent more than majority of all outstanding shares of voting common stock in favor of adjournment.

LaJuana Wilcher

Executives
#20

The Farmer Mac Board would like to express our appreciation to the stockholders participating in this meeting as well as those who submitted their proxies but were not able to be present. Farmer Mac's 2026 Annual Meeting is now adjourned. Before I open the floor to stockholder questions, I would like to remind you about Ms. Hayhurst's earlier cautionary statements about forward-looking statements that may be made. We are now ready to open the floor for stockholders' questions and discussion. I'll turn the microphone over to Mr. Nordholm.

Bradford Nordholm

Executives
#21

Thank you. The management team and I commented on Farmer Mac's financial performance last week during our conference call to discuss first quarter 2026 earnings. On that call, I concluded with an open forum for questions. We'll be happy to entertain any other questions from anyone here in person or participating on the conference call today. I will recognize you for participation one person at a time. Please raise your hand or contact the call operator if you have any questions.

Operator

Operator
#22

[Operator Instructions] At this time we have no questions in queue. I would like to turn the call back to Brad Nordholm, CEO, for closing remarks.

Bradford Nordholm

Executives
#23

Thank you, operator. We have no questions here in person. I want to thank you again for your participation in our Annual Meeting of Stockholders of Farm...

Operator

Operator
#24

This concludes today's meeting. Thank you for attending. You may now disconnect, and have a wonderful rest of your day.

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