Form 8-K - Current report

ARCHER-DANIELS-MIDLAND COMPANY

Date: November 6, 2024

/s/ R. B. Jones

R. B. Jones

Senior Vice President, General Counsel and Corporate Secretary

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): November 1, 2024

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1, 2024, 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 David R. McAtee II as an independent director, effective immediately, to fill the vacancy created by the increase in the size of the Board. Mr. McAtee will serve until the Company’s next annual meeting of stockholders or until his successor is duly elected and qualified. Mr. McAtee was appointed to serve on each of the Nominating and Corporate Governance Committee and the Compensation and Succession Committee of the Board.

There are no arrangements or understandings between Mr. McAtee and any other persons pursuant to which Mr. McAtee was elected as a director of the Company. Mr. McAtee has not engaged in any related person transactions (as defined in Item 404(a) of Regulation S-K) with the Company. Mr. McAtee’s compensation as a director will be consistent with the compensation policies applicable to the Company’s other non-employee directors, as disclosed in the definitive proxy statement relating to the Company’s 2024 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 10, 2024.

Item 7.01.

Regulation FD Disclosure.

On November 6, 2024, the Company issued a press release announcing the election of Mr. McAtee. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished or filed, as applicable, herewith:


99.1		Press Release dated November 6, 2024

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.

-3-

Exhibit 99.1

LOGO

ADM Board of Directors elects new member AT&T General Counsel David McAtee

CHICAGO, Nov. 6, 2024— ADM’s [NYSE: ADM] Board of Directors today announced that it has elected AT&T Inc. Senior Executive Vice President and General Counsel David R. McAtee II as its newest member. McAtee has served as AT&T’s worldwide General Counsel since 2015.

“David brings a critical perspective to ADM as we continue to evolve our company into the future,” said ADM Chair of the Board and CEO Juan Luciano. “He has a true depth of experience in government regulation, strategic planning, and data security, and has helped execute strategy through engagements with institutional investors and key government stakeholders. This expertise will be an invaluable source of guidance as ADM navigates our own path ahead.”

“ADM plays a critical role in helping feed the world,” said McAtee. “I’ve been impressed with the board and executive leadership team’s focus on this purpose through its guiding values of integrity and teamwork, and I look forward to advancing their mission.”

McAtee brings nearly a decade of experience advancing all legal matters at AT&T, including governance, M&A, strategic planning, finance, supply chain, government regulation, compliance, data security and shareholder engagement. He serves as a trusted advisor to AT&T’s executive leaders and board of directors across a variety of complex operational and strategic issues as the company has adapted to a rapidly evolving technological landscape and positioned itself for continued organic growth.

About ADM

ADM unlocks the power of nature to enrich the quality of life. We’re an essential global agricultural supply chain manager and processor, providing food security by connecting local needs with global capabilities. We’re a premier human and animal nutrition provider, offering one of the industry’s broadest portfolios of ingredients and solutions from nature. We’re a trailblazer in health and well-being, with an industry-leading range of products for consumers looking for new ways to live healthier lives. We’re a cutting-edge innovator, guiding the way to a future of new consumer and industrial solutions. And we’re a leader in sustainability, scaling across entire value chains to help decarbonize the multiple industries we serve. Around the globe, our innovation and expertise are meeting critical needs while nourishing quality of life and supporting a healthier planet. Learn more at www.adm.com.

ADM Media Relations

Jackie Anderson

media@adm.com

312-634-8484

Source: Corporate Release

Source: ADM

LOGO

Document and Entity Information	Nov. 01, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	Archer-Daniels-Midland Co
Amendment Flag	false
Entity Central Index Key	0000007084
Document Type	8-K
Document Period End Date	Nov. 01, 2024
Entity Incorporation State Country Code	DE
Entity File Number	1-44
Entity Tax Identification Number	41-0129150
Entity Address, Address Line One	77 West Wacker Drive
Entity Address, Address Line Two	Suite 4600
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60601
City Area Code	(312)
Local Phone Number	634-8100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, no par value
Trading Symbol	ADM
Security Exchange Name	NYSE
Deferrable Notes [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.000% Notes due 2025
Security Exchange Name	NYSE