SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
|Date of Report (Date of Earliest Event Reported):||May 3, 2022|
The Andersons, Inc.
(Exact name of registrant as specified in its charter)
|(State of incorporation or organization)||(Commission File Number)||(I.R.S. Employer Identification No.)|
1947 Briarfield Boulevard
Maumee, Ohio 43537
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
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|| ||Name of each exchange on which registered:|
|Common stock, $0.00 par value, $0.01 stated value|| ||ANDE|| ||The NASDAQ Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in 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
The Annual Meeting of Shareholders (the "Annual Meeting") of The Andersons, Inc (the "Company") was held on May 6, 2022. At the Annual Meeting, shareholders of the Company voted on the following proposals and cast their votes as described below.
Proposal 1 - The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next Annual Meeting and until their successors are duly elected and qualified:
|Patrick E. Bowe||26,197,310||315,671||3,763,329|
|Michael J. Anderson Sr.||25,702,631||810,350||3,763,329|
|Gerard M. Anderson||24,999,069||1,513,912||3,763,329|
|Gary A. Douglas||26,387,731||125,250||3,763,329|
|Stephen F. Dowdle||26,002,160||510,821||3,763,329|
|Pamela S. Hershberger||26,360,175||152,806||3,763,329|
|Catherine M. Kilbane||25,039,095||1,473,886||3,763,329|
|Robert J. King, Jr.||25,783,619||729,362||3,763,329|
|Ross W. Manire||25,731,744||781,237||3,763,329|
|John T. Stout, Jr.||25,816,785||696,196||3,763,329|
Proposal 2 - The Amended and Restated 2019 Long-Term Incentive Compensation plan was approved.
Proposal 3 - An advisory resolution to approve executive compensation was approved.
Proposal 4 - A management proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022 was approved.
Item 8.01 Other Events
On May 3, 2022, the Company issued a press release announcing the signing of an agreement to sell its Rail Repair business. This press release is attached as Exhibit 99.1 to this filing and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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.
|The Andersons, Inc.|
|May 6, 2022||By:||/s/ Christine M. Castellano|
|Christine M. Castellano|
|Executive Vice President, General Counsel and Corporate Secretary|