Archer-Daniels-Midland 8-K 2023-05-04

Form 8-K

Filed 2023-05-08. 1 sections, 6K characters. Original on sec.gov · Markdown · JSON

ARCHER-DANIELS-MIDLAND COMPANY

Date: May 8, 2023

/s/ D. Cameron Findlay

D. Cameron Findlay

Senior Vice President, General Counsel, and Secretary

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 4, 2023

LOGO

ARCHER-DANIELS-MIDLAND COMPANY

(Exact name of registrant as specified in its charter)


Delaware		1-44		41-0129150
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)


77 West Wacker Drive, Suite 4600 Chicago, Illinois		60601
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 634-8100

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	ADM	New York Stock Exchange
1.000% Notes due 2025		New York Stock Exchange

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

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

On May 4, 2023, Archer-Daniels-Midland Company (the “Company”) held its 2023 Annual Meeting of Stockholders. The following proposals were voted on at the meeting with the following results:

Proposal No. 1. All nominees for election to the Board of Directors listed in the proxy statement for the 2023 Annual Meeting of Stockholders were elected as follows:


Nominee	For		Against		Abstain		Broker Non- Votes
M. S. Burke		421,132,289		12,257,001		754,194		49,620,250
T. Colbert		427,999,668		5,431,112		712,704		49,620,250
J.C. Collins, Jr.		429,101,389		4,326,926		715,169		49,620,250
T. K. Crews		419,068,172		14,370,617		704,695		49,620,250
E. de Brabander		430,948,134		2,467,038		728,312		49,620,250
S. F. Harrison		425,534,943		7,883,436		725,105		49,620,250
J. R. Luciano		405,702,643		27,366,159		1,074,682		49,620,250
P. J. Moore		384,455,552		48,951,565		736,367		49,620,250
D. A. Sandler		420,712,659		12,671,524		759,301		49,620,250
L.Z. Schlitz		425,510,519		7,870,567		762,398		49,620,250
K. R. Westbrook		398,240,261		35,188,700		714,523		49,620,250

Proposal No. 2. The appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2023 was ratified at the meeting by the following votes:


For		Against		Abstain
465,832,580		17,071,844		859,310

Proposal No. 3. The compensation of the Company’s named executive officers was approved, on an advisory basis, by the following votes:


For		Against		Abstain		Broker Non- Votes
407,921,713		24,868,116		1,353,655		49,620,250

Proposal No. 4. The stockholders approved, on an advisory basis, the holding of the advisory vote on executive compensation on an annual basis by the following votes:


1 Year		2 Years		3 Years		Abstain		Broker Non- Votes
425,399,076		802,704		6,975,990		965,714		49,620,250

The Board of Directors of the Company has determined to include an advisory vote on executive compensation at each Annual Meeting of Stockholders until the next required vote on the frequency of stockholder votes on executive compensation.

Proposal No. 5. The stockholder proposal regarding an Independent Board Chairman failed by the following votes:


For		Against		Abstain		Broker Non- Votes
135,125,763		297,511,277		1,506,444		49,620,250

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.