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) February 25, 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
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 | NYSE |
| 1.000% Notes due 2025 | NYSE |
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)) |
| --- | --- |
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 February 25, 2022, Archer-Daniels-Midland Company (“ADM”) announced that Ray G. Young, Executive Vice President and Chief Financial Officer, will assume the additional role of Vice Chairman, in which he will provide strategic counsel on major initiatives critical to ADM’s future success. Mr. Young also plans to transition from his role as Chief Financial Officer once his successor is identified.
ADM will begin a search for ADM’s next Chief Financial Officer, including internal and external candidates with the assistance of a leading independent search firm. Mr. Young plans to continue as Chief Financial Officer until his successor is identified to facilitate a smooth transition.
A press release regarding the matters disclosed above is furnished herewith as Exhibit 99.1
| Item 9.01 | Financial Statement and Exhibits. |
|---|
(d) Exhibits. The following exhibits are furnished herewith:
| 99.1 | Press release dated February 25, 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: March 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 CFO Succession Plan<br> <br><br><br><br>Ray G. Young Named Vice Chairman; Young to Transition CFO Responsibilities Once Successor is Named<br><br><br><br> <br>CHICAGO, Feb. 25, 2022— ADM (NYSE: ADM), a global leader in sustainable human and<br>animal nutrition, and one of the world’s premier agricultural origination and processing companies, today announced that Ray G. Young will assume the additional role of Vice Chairman, in which he will provide strategic counsel on major<br>initiatives critical to ADM’s future success. Young plans to transition from his role as Chief Financial Officer once his successor is identified.<br> <br><br><br><br>ADM will begin a search for the next CFO, including internal and external candidates with the assistance of a leading independent search firm.<br><br><br><br> <br>“On behalf of everyone at ADM, I would like to thank Ray for his service and<br>dedication as CFO and for the thoughtful approach to the succession process,” said Chairman and CEO Juan Luciano. “Ray has significantly contributed to ADM’s transformation into a global leader in human and animal nutrition, and<br>played a key role in helping drive strong financial performance and providing financial flexibility to support ADM’s growth agenda. We are fortunate that we will continue to benefit from Ray’s depth of knowledge and operational expertise<br>as Vice Chairman as we deliver on our strategic growth ambitions.”<br> <br><br> <br>“I am<br>incredibly proud of the truly world-class financial organization we have built here at ADM over the last decade, and am committed to working to ensure a smooth transition,” said Young. “In my new role as Vice Chairman, I look forward to<br>continuing to work closely with Juan and the entire leadership team as we continue to execute on our sustainable growth strategy and build on our momentum.”<br> <br><br><br><br>Forward-Looking Statements<br> <br><br><br><br>Some of the above statements constitute forward-looking statements. ADM’s filings with the SEC provide detailed information on such statements and risks,<br>and should be consulted along with this release. To the extent permitted under applicable law, ADM assumes no obligation to update any forward-looking statements.<br> <br><br><br><br>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. |
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| We’re an unmatched agricultural supply chain manager and processor, providing food security by connecting local needs with global<br>capabilities. And we’re a leader in 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<br>nutritional and sustainability challenges of today and tomorrow. Learn more at www.adm.com.<br> <br><br><br><br>ADM Media Relations<br> <br><br><br><br>Jackie Anderson<br> <br>media@adm.com<br><br><br>312-634-8484<br><br><br><br> <br>Corporate Release |
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