8-KThe WireRoutine
Shareholder Vote
Filed May 8, 2023 · 3y ago · Accession 0001193125-23-138242
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 4, 2023
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 4, 2023, Archer-Daniels-Midland Company (the “Company”) held its 2023 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 2023 Annual Meeting of Stockholders were elected as follows:
Nominee
For
Against
Abstain
Broker Non-
Votes
M. S. Burke
421,132,289
12,257,001
754,194
49,620,250
T. Colbert
427,999,668
5,431,112
712,704
49,620,250
J.C. Collins, Jr.
429,101,389
4,326,926
715,169
49,620,250
T. K. Crews
419,068,172
14,370,617
704,695
49,620,250
E. de Brabander
430,948,134
2,467,038
728,312
49,620,250
S. F. Harrison
425,534,943
7,883,436
725,105
49,620,250
J. R. Luciano
405,702,643
27,366,159
1,074,682
49,620,250
P. J. Moore
384,455,552
48,951,565
736,367
49,620,250
D. A. Sandler
420,712,659
12,671,524
759,301
49,620,250
L.Z. Schlitz
425,510,519
7,870,567
762,398
49,620,250
K. R. Westbrook
398,240,261
35,188,700
714,523
49,620,250
Proposal No. 2 . The appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2023 was ratified at the meeting by the following votes:
For
Against
Abstain
465,832,580
17,071,844
859,310
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
407,921,713
24,868,116
1,353,655
49,620,250
Proposal No. 4 . The stockholders approved, on an advisory basis, the holding of the advisory vote on executive compensation on an annual basis by the following votes:
1 Year
2 Years
3 Years
Abstain
Broker Non-
Votes
425,399,076
802,704
6,975,990
965,714
49,620,250
The Board of Directors of the Company has determined to include an advisory vote on executive compensation at each Annual Meeting of Stockholders until the next required vote on the frequency of stockholder votes on executive compensation.
Proposal No. 5 . The stockholder proposal regarding an Independent Board Chairman failed by the following votes:
For
Against
Abstain
Broker Non-
Votes
135,125,763
297,511,277
1,506,444
49,620,250
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: May 8, 2023
By
/s/ D. Cameron Findlay
D. Cameron Findlay
Senior Vice President, General Counsel, and Secretary
Filing details
- Company
- Archer-Daniels-Midland Co
- Ticker
- ADM
- CIK
- 7084
- Form type
- 8-K
- Filing date
- May 8, 2023
- Report date
- May 4, 2023
- Document
- d431888d8k.htm
- Size
- 215 KB