Independent
Tenure on this board
8.1 yrs
13 nominees · 5 ballot items.
Election of 13 directors; advisory vote on named executive officer compensation; ratification of Ernst & Young LLP as auditors; approval of amendment to the 2020 Incentive Compensation Plan to add 9,000,000 shares; stockholder proposal requesting a report on pesticide use data reporting in regenerative agriculture disclosures.
Elect thirteen director nominees to hold office until the next annual meeting.
Non-binding, advisory vote to approve compensation of named executive officers as disclosed in the proxy.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation disclosures and pay practices for named executive officers. Management seeks endorsement to validate its pay-for-performance program, which ties annual and long-term incentives to financial and ESG metrics, and uses committee oversight, independent consultant advice, and stock ownership guidelines to align interests with shareholders. The board recommends a vote FOR, citing competitive, performance-linked compensation decisions, disclosure in the Compensation Discussion and Analysis, and previous strong shareholder support (94% in 2025). A FOR vote signals shareholder support for the board’s compensation approach; an AGAINST vote would signal dissatisfaction and prompt engagement and potential program adjustments. The committee’s rationale emphasizes the mix of performance metrics (adjusted EBITDA, adjusted free cash flow, cash conversion cycle for short-term incentives; average adjusted ROIC and cumulative adjusted EPS for PSUs) and governance safeguards like clawbacks, anti-hedging, and double-trigger change-in-control protections.
Ratify the appointment of Ernst & Young LLP as ADM’s independent auditors for fiscal 2026.
Approve an amendment to the 2020 Incentive Compensation Plan to add 9,000,000 shares to the plan’s share reserve.
Management asks shareholders to approve an amendment increasing the 2020 Incentive Compensation Plan share reserve by 9,000,000 shares to maintain the Company’s ability to grant competitive equity awards for retention and incentivization. The board’s recommendation FOR is based on considerations including the Company’s historical burn rate (0.50% over 2023–2025), projected share needs (approximately seven years of awards under current assumptions), equity plan governance features (no evergreen, minimum vesting, no repricing without shareholder approval, double-trigger change-in-control), and the strategic importance of equity for aligning employee incentives with long-term shareholder value. The company argues that without the amendment it may need to rely on cash compensation increases or other less-aligned mechanisms, impairing competitiveness; the board also notes expected dilution from the increase (estimated at ~1.87% incremental dilution to 4.20% total) and believes it is reasonable given company size and industry norms.
Request that ADM issue a report (excluding proprietary info) disclosing whether and how it can incorporate pesticide use data reporting in its regenerative agriculture disclosures.
The shareholder proposal filed by As You Sow (proponent John Chevedden) requests that ADM produce a report (excluding proprietary information) on whether and how ADM can incorporate pesticide use data reporting into its regenerative agriculture program disclosures. The proponent argues pesticide use undermines soil health, biodiversity, and human health, that current ADM disclosures lack pesticide reduction metrics and raise greenwashing concerns, and cites peers reporting pesticide reductions. The company opposes the proposal: ADM says it already provides detailed regenerative agriculture and responsible pesticide management disclosures, that mandatory pesticide data collection would be costly, complex, and could discourage farmer participation, and that pesticide metrics may not fit current Scope 3 or soil carbon models; management also notes existing program certifications (ISCC, SAI-FSA, RSPO, RTRS), farmer engagement, and that the company’s materiality assessment didn’t identify pesticide usage as material. The Board recommends voting AGAINST the proposal, arguing the requested reporting would add cost and limited actionable insight, and could undermine program enrollment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 7.03% | 33,884,596 | $2.5B |
| 2 | STATE STREET CORP | 6.99% | 33,665,739 | $2.4B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.48% | 31,239,389 | $2.3B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.40% | 26,043,739 | $1.9B |
| 5 | BlackRock, Inc. | 4.27% | 20,597,921 | $1.5B |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 3.27% | 15,771,488 | $1.1B |
| 7 | DODGE COX | 3.27% | 15,757,140 | $1.1B |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.18% | 15,310,233 | $1.1B |
| 9 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 2.68% | 12,911,956 | $939M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.38% | 11,494,099 | $832M |
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