Archer-Daniels-Midland 8-K 2024-11-01

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): November 1, 2024

ARCHER-DANIELS-MIDLAND COMPANY

(Exact name of registrant as specified in its charter)

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:

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

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. ☐

On November 1, 2024, Archer-Daniels-Midland Company (the “Company”) increased the size of the Board of Directors (the “Board”) of the Company from 11 directors to 12 directors and elected David R. McAtee II as an independent director, effective immediately, to fill the vacancy created by the increase in the size of the Board. Mr. McAtee will serve until the Company’s next annual meeting of stockholders or until his successor is duly elected and qualified. Mr. McAtee was appointed to serve on each of the Nominating and Corporate Governance Committee and the Compensation and Succession Committee of the Board.

There are no arrangements or understandings between Mr. McAtee and any other persons pursuant to which Mr. McAtee was elected as a director of the Company. Mr. McAtee has not engaged in any related person transactions (as defined in Item 404(a) of Regulation S-K) with the Company. Mr. McAtee’s compensation as a director will be consistent with the compensation policies applicable to the Company’s other non-employee directors, as disclosed in the definitive proxy statement relating to the Company’s 2024 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 10, 2024.

On November 6, 2024, the Company issued a press release announcing the election of Mr. McAtee. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

(d) Exhibits. The following exhibits are furnished or filed, as applicable, herewith:

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.

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