Current Report Filing (8-k)

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 5, 2022

LOGO

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 5, 2022, the Company held its 2022 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 2022 Annual Meeting of Stockholders were elected as follows:


Nominee	For		Against		Abstain		Broker Non- Votes
M. S. Burke		445,334,806		13,979,956		623,963		42,055,169
T. Colbert		456,165,831		3,157,328		615,566		42,055,169
T. K. Crews		448,543,909		10,763,101		631,715		42,055,169
D. E. Felsinger		432,290,421		27,029,949		618,355		42,055,169
S. F. Harrison		450,831,455		8,477,933		629,337		42,055,169
J. R. Luciano		421,688,515		37,643,132		607,078		42,055,169
P. J. Moore		428,248,035		30,128,632		1,562,058		42,055,169
F. J. Sanchez		454,654,364		4,680,621		603,740		42,055,169
D. A. Sandler		447,224,104		12,092,964		621,657		42,055,169
L.Z. Schlitz		450,888,747		8,454,614		595,364		42,055,169
K. R. Westbrook		428,722,950		30,597,762		618,013		42,055,169

Proposal No. 2. The appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2022 was ratified at the meeting by the following votes:


For	Against	Abstain
483,787,245	17,565,379	641,270

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

439,165,651

19,381,400

1,391,674

42,055,169

Proposal No. 4. The stockholder proposal to remove the one-year holding period requirement to call a special stockholder meeting failed by the following votes:

For

Against

Abstain

Broker Non-

Votes

23,531,294

431,798,802

4,608,629

42,055,169

Proposal No. 5. The stockholder proposal regarding issuance of a report on pesticide use in supply chains failed by the following votes:

For

Against

Abstain

Broker Non-

Votes

146,006,556

287,049,583

26,882,586

42,055,169

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.