ADM (NYSE: ADM) investors approve 9M new incentive shares and reject pesticide report proposal

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Archer-Daniels-Midland Company reported results of its 2026 annual meeting of stockholders. Shareholders approved an amendment to the 2020 Incentive Compensation Plan, increasing the shares available for equity awards by 9,000,000 shares, supporting continued stock-based compensation for directors, executives, and employees.

All director nominees were elected, each receiving over 375 million votes "for". Shareholders approved, on an advisory basis, executive compensation and ratified Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026. A stockholder proposal requesting a report on pesticide use data reporting in regenerative agriculture program disclosures did not pass, receiving about 34.4 million votes "for" versus 354.2 million "against".

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Incentive plan share increase: 9,000,000 shares Say-on-pay support: 377,036,214 votes for Auditor ratification support: 418,977,505 votes for +3 more

6 metrics

Incentive plan share increase 9,000,000 shares Additional shares available under 2020 Incentive Compensation Plan

Say-on-pay support 377,036,214 votes for Advisory vote on executive compensation

Auditor ratification support 418,977,505 votes for Ratification of Ernst & Young LLP for 2026

Incentive plan amendment vote 378,037,433 votes for Approval of 2020 IC Plan amendment

Pesticide report proposal support 34,414,743 votes for Stockholder proposal on pesticide use reporting

Typical director vote example 387,530,708 votes for Election of director nominee T. Colbert

Key Terms

2020 Incentive Compensation Plan, broker non-votes, independent auditors, stockholder proposal, +1 more

5 terms

2020 Incentive Compensation Plan financial

"approved the amendment to the 2020 Incentive Compensation Plan (the “2020 IC Plan”)"

broker non-votes regulatory

"Broker Non-Votes 34,414,743 | 354,197,019 | 3,533,274 | 45,504,618"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditors regulatory

"The appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

stockholder proposal regulatory

"The stockholder proposal regarding issuance of a report on pesticide use data reporting"

emerging growth company regulatory

"Emerging growth company Item 5.02."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/12/2026 - 04:39 PM

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

/s/ Regina B. Jones

Regina B. Jones

Senior Vice President, Chief Legal Officer, and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did ADM (ADM) shareholders approve at the 2026 annual meeting?

Shareholders approved all director nominees, advisory executive compensation, and ratified Ernst & Young LLP as independent auditors. They also approved an amendment to the 2020 Incentive Compensation Plan, adding 9,000,000 shares for future equity awards under the plan.

How many additional shares were added to ADM's 2020 Incentive Compensation Plan?

The amendment to ADM's 2020 Incentive Compensation Plan increased shares available for awards by 9,000,000 shares. This expansion supports future stock-based compensation grants to directors, executives, and employees under the existing 2020 plan framework approved by stockholders.

Were ADM's executive compensation practices approved by stockholders in 2026?

Yes. ADM’s stockholders approved the compensation of named executive officers on an advisory basis, with 377,036,214 votes for, 13,692,455 against, and 1,416,367 abstentions, plus 45,504,618 broker non-votes, indicating broad but not unanimous support for current pay practices.

Did ADM stockholders ratify Ernst & Young LLP as independent auditors for 2026?

Yes. Stockholders ratified Ernst & Young LLP as independent auditors for the year ending December 31, 2026, with 418,977,505 votes for, 18,167,625 against, and 504,524 abstentions, signaling strong support for continuing the current audit firm relationship.

What happened to the ADM stockholder proposal on pesticide use data reporting?

The stockholder proposal seeking a report on pesticide use data reporting in regenerative agriculture disclosures failed. It received 34,414,743 votes for, 354,197,019 against, and 3,533,274 abstentions, with 45,504,618 broker non-votes, showing limited shareholder backing for this request.

Were all ADM director nominees elected at the 2026 annual meeting?

All director nominees listed in ADM’s proxy statement were elected. Each received over 375 million votes for, with varying levels of votes against and abstentions, plus 45,504,618 broker non-votes recorded for each director election item.

Filing Exhibits & Attachments

3 documents