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

 

 

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.

 

				ARCHER-DANIELS-MIDLAND COMPANY
Date: May 8, 2023				By		/s/ D. Cameron Findlay
						D. Cameron Findlay
						Senior Vice President, General Counsel, and Secretary