8-K
Archer-Daniels-Midland Co (ADM)
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): August 3, 2022
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-44 | 41-0129150 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 77 West Wacker Drive, Suite 4600<br> <br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On August 3, 2022, 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 James C. Collins, Jr. as an independent director, effective immediately, to fill the vacancy created by the increase in the size of the Board. Mr. Collins will serve until the Company’s next annual meeting of stockholders or until his successor is duly elected and qualified.
There are no arrangements or understandings between Mr. Collins and any other persons pursuant to which Mr. Collins was elected as a director of the Company. Mr. Collins has not engaged in any related person transactions (as defined in Item 404(a) of Regulation S-K) with the Company. Mr. Collins’ compensation as a director will be consistent with the compensation policies applicable to the Company’s other non-employee directors.
A press release, dated August 3, 2022, announcing Mr. Collins’ election as a director is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statement and Exhibits. |
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(d) Exhibits. The following exhibits are furnished herewith:
| 99.1 | Press release dated August 3, 2022 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 3, 2022 | By | /s/ D. Cameron Findlay |
| D. Cameron Findlay | ||
| Senior Vice President, General Counsel, and Secretary |
EX-99.1
Exhibit 99.1
| ADM Announces Election of New Board Member, Declares Dividend<br><br><br><br> <br>Former Corteva CEO Jim Collins to join Board of Directors, Further DeepeningStrategic and Sustainability Leadership and Experience<br> <br><br> <br>CHICAGO, Aug. 3,<br>2022—ADM (NYSE: ADM), a global leader in sustainable agriculture and nutrition, today announced that its Board of Directors has elected Jim Collins, former CEO of Corteva, to the Board.<br><br><br><br> <br>“Our Board’s deep and diverse experience and leadership have been critical as<br>we’ve transformed ADM into a global leader meeting growing needs in food security, health and well-being, and sustainability,” said Chairman and CEO Juan Luciano. “Jim will make a tremendous addition to that team. He brings to ADM a<br>wealth of expertise in innovation and global agriculture, a strong commitment to diversity and inclusion, and a keen understanding of how to support farmers as we work together to improve the sustainability of our agriculture and nutrition value<br>chains. His experience leading a global Fortune 200 company will make him a valuable partner as we continue to build a better ADM and align our portfolio to meet needs in growing global trend areas.”<br><br><br><br> <br>From 2019 to 2021, Collins was CEO and a member of the board of Corteva Agriscience, a<br>Fortune 200 agricultural and seed company with 22,000 employees around the globe. During that time, he spearheaded a comprehensive array of initiatives to enhance sustainability, with a strong focus on helping farmers lead with new practices and<br>innovations. Prior to that, he served in a variety of leadership positions in the agriculture business at Corteva’s predecessors, DowDuPont and DuPont.<br> <br><br><br><br>Collins served on the board of CropLife International, the advisory board for the University of Delaware’s Alfred Lerner College of Business &<br>Economics, and the board of trustees of the Hagley Museum and Library. He also was a member of the US China Business Council, and the Business Roundtable, where he served on the Special Committee on Equity and Racial Justice and the Climate Policy<br>and Trade Committees. He currently serves on the University of Tennessee Lone Oaks Farm Advisory Council and the Board of Trustees of Longwood Botanical Gardens.<br> <br><br><br><br>Cash Dividend Declared<br> <br><br><br><br>In addition, ADM’s Board of Directors declared a cash dividend of 40.0 cents per share on the company’s common stock. The dividend is payable on<br>Sept. 7, 2022, to shareholders of record on Aug. 17, 2022. This is ADM’s 363rd consecutive quarterly payment, a record of more than 90 years of uninterrupted dividends. As of June 30, 2022, there were 560,558,773 shares of ADM common stock<br>outstanding. |
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| About ADM<br> <br><br><br><br>ADM unlocks the power of nature to enrich the quality of life. We’re a premier global human and animal nutrition company, delivering solutions today with<br>an eye to the future. We’re blazing new trails in health and well-being as our scientists develop groundbreaking products to support healthier living. We’re a cutting-edge innovator leading the way to a new future of plant-based consumer<br>and industrial solutions to replace petroleum-based products. We’re an unmatched agricultural supply chain manager and processor, providing food security by connecting local needs with global capabilities. And we’re a leader in<br>sustainability, scaling across entire value chains to help decarbonize our industry and safeguard our planet. From the seed of the idea to the outcome of the solution, we give customers an edge in solving the nutritional and sustainability<br>challenges of today and tomorrow. Learn more at www.adm.com.<br> <br><br><br><br>ADM Media Relations<br><br><br>Jackie Anderson<br> <br>media@adm.com<br><br><br>312-634-8484 <br><br>Source: Corporate release<br><br><br>Source: ADM |
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