adm-20260507
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 7, 2026
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 | NYSE | ||||||
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.
As reported below in Item 5.07, on May 7, 2026, the stockholders of Archer-Daniels-Midland Company (the “Company”) approved the amendment to the 2020 Incentive Compensation Plan (the “2020 IC Plan”), which increased the number of shares available for issuance pursuant to awards under the plan by an additional 9,000,000 shares.
A description of the 2020 IC Plan was included in the Company’s proxy statement for its annual meeting of stockholders filed with the Commission on March 26, 2026, and a copy of the 2020 IC Plan, as amended, was included as Annex B thereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 7, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The following proposals were voted on at the meeting with the following final voting results:
Proposal No. 1. All nominees for election to the Board of Directors listed in the proxy statement for the Annual Meeting were elected as follows:
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
M.S. Burke | 382,722,238 | 8,803,733 | 619,065 | 45,504,618 | ||||||||||||||||||||||
T. Colbert | 387,530,708 | 3,976,457 | 637,871 | 45,504,618 | ||||||||||||||||||||||
J.C. Collins, Jr. | 387,508,247 | 3,997,730 | 639,059 | 45,504,618 | ||||||||||||||||||||||
T.K. Crews | 383,579,378 | 7,938,306 | 627,352 | 45,504,618 | ||||||||||||||||||||||
E. de Brabander | 386,369,162 | 4,919,716 | 856,158 | 45,504,618 | ||||||||||||||||||||||
S.F. Harrison | 385,684,616 | 5,821,439 | 638,981 | 45,504,618 | ||||||||||||||||||||||
J.R. Luciano | 375,603,213 | 15,943,803 | 598,020 | 45,504,618 | ||||||||||||||||||||||
D.R. McAtee II | 387,707,812 | 3,777,173 | 660,051 | 45,504,618 | ||||||||||||||||||||||
M.C. McMurray | 386,083,554 | 5,421,187 | 640,295 | 45,504,618 | ||||||||||||||||||||||
P.J. Moore | 375,269,351 | 16,250,861 | 624,824 | 45,504,618 | ||||||||||||||||||||||
D.A. Sandler | 379,037,815 | 12,484,213 | 623,008 | 45,504,618 | ||||||||||||||||||||||
L.Z. Schlitz | 387,515,946 | 3,994,109 | 634,981 | 45,504,618 | ||||||||||||||||||||||
K.R. Westbrook | 376,347,814 | 15,155,065 | 642,157 | 45,504,618 | ||||||||||||||||||||||
Proposal No. 2. 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 | |||||||||||||||||
377,036,214 | 13,692,455 | 1,416,367 | 45,504,618 | |||||||||||||||||
Proposal No. 3. The appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026 was ratified by the following votes:
For | Against | Abstain | ||||||||||||
418,977,505 | 18,167,625 | 504,524 | ||||||||||||
Proposal No. 4. The amendment to the 2020 IC Plan was approved by the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
378,037,433 | 12,430,162 | 1,677,441 | 45,504,618 | |||||||||||||||||
Proposal No. 5. The stockholder proposal regarding issuance of a report on pesticide use data reporting in regenerative agriculture program disclosures failed by the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
34,414,743 | 354,197,019 | 3,533,274 | 45,504,618 | |||||||||||||||||
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 12, 2026 | By | /s/ Regina B. Jones | |||||||||||
| Regina B. Jones | ||||||||||||||
| Senior Vice President, Chief Legal Officer, and Secretary | ||||||||||||||