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The Andersons (NASDAQ: ANDE) shareholders back board, pay plan and auditor

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Andersons, Inc. reported results of its Annual Meeting of Shareholders held on May 7, 2026. Shareholders elected nine directors to serve until the next annual meeting, including William E. Krueger, Patrick E. Bowe and others, with each nominee receiving strong majority support.

Investors also approved an advisory resolution on executive compensation, with 27,944,129 votes in favor. In addition, a management proposal to ratify Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026 received 31,286,436 votes in favor, confirming continued auditor engagement.

Positive

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Negative

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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.
Say-on-pay votes For 27,944,129 votes Advisory resolution to approve executive compensation
Say-on-pay votes Against 313,560 votes Advisory resolution to approve executive compensation
Auditor ratification votes For 31,286,436 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026
Auditor ratification votes Against 97,471 votes Ratification of Deloitte & Touche LLP
Broker non-votes on director elections 3,166,880 votes Each director election proposal at Annual Meeting
William E. Krueger votes For 28,128,342 votes Election as director until next Annual Meeting
broker non-vote financial
"For | Withheld | Broker Non-Vote William E. Krueger | 28,128,342 | 150,427 | 3,166,880"
advisory resolution financial
"Proposal 2 - An advisory resolution to approve executive compensation was approved."
An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.
executive compensation financial
"Proposal 2 - An advisory resolution to approve executive compensation was approved."
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
independent registered public accounting firm financial
"to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Shareholders financial
"The Annual Meeting of Shareholders (the "Annual Meeting") of The Andersons, Inc (the "Company") was held on May 7, 2026."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
May 7, 20260000821026false00008210262026-05-072026-05-07

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
__________________________________________
blackandwhiteandelogoa02.jpg
The Andersons, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Ohio000-2055734-1562374
(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)

(419) 893-5050
(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 7, 2026. 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:
ForWithheldBroker Non-Vote
William E. Krueger28,128,342150,4273,166,880
Patrick E. Bowe27,865,389413,3803,166,880
Gerard M. Anderson27,716,926561,8433,166,880
Steven K. Campbell28,206,39172,3783,166,880
Gary A. Douglas28,141,284137,4853,166,880
Pamela S. Hershberger27,869,492409,2773,166,880
Catherine M. Kilbane26,123,5532,155,2163,166,880
Robert J. King, Jr.27,989,463289,3063,166,880
Steven Oakland28,200,40578,3643,166,880


Proposal 2 - An advisory resolution to approve executive compensation was approved.
ForAgainstAbstainedBroker Non-Vote
27,944,129313,56021,0803,166,880


Proposal 3 - 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, 2026 was approved.
ForAgainstAbstained
31,286,43697,47161,742






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.
The Andersons, Inc.
May 7, 2026By:/s/ Emmanuel N. Ayuk
Emmanuel N. Ayuk
Executive Vice President, General Counsel and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did The Andersons (ANDE) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing nine directors, approving an advisory resolution on executive compensation, and ratifying Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026. All three management proposals received strong majority support based on the reported vote totals.

Were The Andersons (ANDE) director nominees elected at the May 7, 2026 meeting?

Yes, all nine director nominees were elected to serve until the next annual meeting. Each nominee, including William E. Krueger and Patrick E. Bowe, received significantly more votes “For” than “Withheld,” with over 27 million votes cast in favor for most candidates reported in the results.

How did The Andersons (ANDE) shareholders vote on executive compensation?

Shareholders approved the advisory resolution on executive compensation. The vote totals were 27,944,129 “For,” 313,560 “Against,” and 21,080 “Abstained,” with 3,166,880 broker non-votes. This indicates broad shareholder support for the company’s current executive pay practices as presented to investors.

Which auditor did The Andersons (ANDE) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026. The proposal received 31,286,436 votes “For,” 97,471 “Against,” and 61,742 “Abstained,” demonstrating strong support for continuing with the same external auditor.

What are broker non-votes in The Andersons (ANDE) 2026 shareholder results?

Broker non-votes are shares held in street name where brokers did not receive voting instructions on non-routine matters. The Andersons reported 3,166,880 broker non-votes on director elections and the say-on-pay proposal, meaning these shares were not counted as either “For” or “Against” those items.

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