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) April 5, 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 | ||
| --- | --- | |
| 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. |
|---|
On April 7, 2022, Archer-Daniels-Midland Company (the “Company”) announced that Vikram Luthar, age 55, has been appointed Chief Financial Officer of the Company. Luthar succeeds the Company’s current Chief Financial Officer, Ray G. Young, who will continue his role as Vice Chairman and will support Luthar during the transition.
Mr. Luthar has served as the Company’s Senior Vice President, Head of Investor Relations and Chief Financial Officer, Nutrition since June 2021. Mr. Luthar previously served as the Company’s Senior Vice President and Chief Financial Officer, Nutrition from January 2020 until May 2021; Senior Vice President and President, Health &Wellness from January 2018 until December 2019; and Senior Vice President and President, Bioactives from January 2017 to December 2017, as well as in other roles within the Company. Prior to joining the Company, Mr. Luthar spent nearly a decade with General Motors in treasury and regional finance leadership positions. He holds a bachelor’s of technology in aerospace engineering from the Indian Institute of Technology and an MBA from the Wharton School at the University of Pennsylvania.
There are no arrangements or understandings between Mr. Luthar and any other persons pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between Mr. Luthar and any director or executive officer of the Company. Mr. Luthar has not engaged in any related person transaction (as defined in Item 404(a) of Regulation S-K) with the Company.
A press release announcing the appointment of Mr. Luthar as Chief Financial Officer 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 April 7, 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: April 8, 2022 | By | /s/ D. Cameron Findlay |
| D. Cameron Findlay | ||
| Senior Vice President, General Counsel, and Secretary |
EX-99.1
Exhibit 99.1
ADM Names Vikram Luthar Chief Financial Officer
CHICAGO, April 7, 2022—ADM (NYSE: ADM), a global leader in sustainable human and animal nutrition, and one of the world’s premier agricultural origination and processing companies, today announced Vikram Luthar has been appointed Chief Financial Officer, following a thorough succession planning and candidate review process. Luthar succeeds Ray G. Young, who has served as CFO since 2010 and has also served as the company’s Vice Chairman since February.
“Vikram has a deep understanding of ADM’s business having served in leadership roles throughout our finance organization and in key growth areas such as nutrition and health and wellness,” said Chairman and CEO Juan Luciano. “He has a strong drive for results balanced with strategic orientation and has consistently raised the bar for his team and the organization as a whole. He is an ideal executive to lead ADM into our next phase of growth.”
Luthar joined ADM in 2004 as vice president and treasurer and has since served in a variety of senior-level positions. His leadership in both Strategy and Investor Relations have been instrumental in setting the current strategic trajectory for ADM, and his management as president of ADM’s Health & Wellness and Bioactives businesses helped launch and accelerate long-term platforms tied to critical consumer trends. As chief financial officer for Nutrition, Luthar has also led with financial agility across ADM’s fastest-growing business unit.
Prior to ADM, Luthar spent nearly a decade with General Motors in treasury and regional finance leadership positions. He holds a bachelor’s of technology in aerospace engineering from the Indian Institute of Technology and an MBA from the Wharton School at the University of Pennsylvania.
The appointment is effective immediately. Young will support Luthar during the transition and then turn his focus to providing strategic counsel on major initiatives critical to ADM’s future success in his role as Vice Chairman.
Forward-Looking Statements
Some of the above statements constitute forward-looking statements. ADM’s filings with the SEC provide detailed information on such statements and risks, 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.
About ADM
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 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 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 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 challenges of today and tomorrow. Learn more at www.adm.com.
ADM Media Relations
Jackie Anderson
media@adm.com
312-634-8484