8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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 10, 2022

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The Andersons, Inc.

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(Exact name of registrant as specified in its charter)

Ohio	000-20557	34-1562374
(State of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1947 Briarfield Boulevard

Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 893-5050

(Registrant’s telephone number, including area code)

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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))

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

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common stock, $0.00 par value, $0.01 stated value	ANDE	The NASDAQ Stock Market LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in 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

Appointment of Chief Operating Officer

On November 10, 2022, The Andersons, Inc. (the “Company”) appointed William E. Krueger, President of Trade and Processing, to the position of Chief Operating Officer effective December 1, 2022.

Under the terms of the agreement in connection with his appointment as Chief Operating Officer, Mr. Krueger is entitled to the following:

•$950,000 annual base salary;

•Upon the achievement of target-level performance, an annual bonus of one hundred percent (100%) of his annual base salary;

•Beginning in 2023, eligible for annual equity incentive grants pursuant to the Company’s 2019 Long-Term Incentive Compensation Plan, with a target grant date value of two hundred percent (200%) of his annual base salary, or $1,900,000; and

•All of the Company’s benefit plans or arrangements in effect from time to time with respect generally to senior executives, including the Change in Control and Severance Agreement;

The executive employment agreement is for an indefinite term, subject to termination at any time by the Company or Mr. Krueger.

A copy of the Company’s press release related to Mr. Krueger’s appointment is being furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release, dated November 16, 2022
104	Inline XBRL for the cover page of this Current Report on Form 8-K

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.

	The Andersons, Inc.
November 16, 2022	By:	/s/ Christine M. Castellano
		Christine M. Castellano
		Executive Vice President, General Counsel and Corporate Secretary

Document

Exhibit 99.1

NEWS RELEASE

Contact:

Cheryl Vion-Hasenaur

Director Corporate Communication

Phone: 419-897-6743

Email: cheryl_vion-hasenaur@andersonsinc.com

The Andersons, Inc. Names Krueger Chief Operating Officer

MAUMEE, OHIO, November 16, 2022 – The Andersons, Inc. (Nasdaq: ANDE) announces Bill Krueger has been appointed as Chief Operating Officer (COO) effective December 1, 2022.

“The appointment of a Chief Operating Officer as part of our executive leadership structure best supports our growth and strategic vision for the company. Bill is an experienced ag industry leader, whose appreciation for the importance of the company’s Statement of Principles to our overall success makes him a tremendous asset at the company,” says President and CEO Pat Bowe. “We continually review our leadership structure and succession plans focused on developing and selecting leaders who will continue to build a strong and successful company. The creation of the COO role enhances and solidifies our commitment to remaining nimble and innovative as we grow our core businesses in the ag supply chain. I look forward to working with Bill in this new capacity as we continue to grow the company.”

Krueger joined The Andersons in 2019 as part of its acquisition of Lansing Trade Group where he served as president and CEO for nearly 14 years. Most recently, he was president of trade and processing at The Andersons. He currently serves on the Executive Committee of the National Grain & Feed Association (NGFA). Prior to The Andersons and Lansing, he held positions as a grain merchant for Scoular and ConAgra Trade Group where he began his journey working in the commodity industry and gained a strong business development skillset in grains, energy, risk management, and corporate finance. Krueger’s commitment to serving the community is evident in his current role as chairman of the board of Children’s Mercy Hospital in Kansas City, Missouri.

Krueger earned his undergraduate degree in agribusiness from the University of Nebraska-Lincoln and holds a Master of Business Administration in finance from DeVry University’s Keller Graduate School of Management.

In his new position, Krueger will be responsible for all of the company’s operating segments. The nutrient and industrial business unit, led by Joe McNeely, will continue to report to CEO Pat Bowe through March of 2023 as Krueger transitions to his new role. McNeely will begin reporting to Krueger, in his current capacity as president of nutrient and industrial, beginning April 2023. Executive Vice President and Chief Financial Officer Brian Valentine and Executive Vice President, General Counsel Christine Castellano will continue to report to Pat Bowe.

About The Andersons, Inc.

The Andersons, Inc., celebrating 75 years of service and named to Forbes® lists of America's Best Employers for 2022 and Best Employers for Diversity 2022 as well as America's Most Trusted Companies 2022 by Newsweek®, is a diversified company rooted in agriculture that conducts business in the commodity merchandising, renewables, and plant nutrient sectors. Guided by its Statement of Principles, The Andersons is committed to providing extraordinary service to its customers, helping its employees improve, supporting its communities, and increasing the value of the company. For more information, please visit www.andersonsinc.com