The Andersons (NASDAQ: ANDE) appoints Marathon executive David Heppner to board
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
The Andersons, Inc. filed an update stating that its Board of Directors has elected David R. Heppner as a new director, effective June 18, 2026, with an initial term running until the company’s 2027 Annual Meeting of Stockholders or earlier resignation or removal. Heppner, currently chief strategy officer and senior vice president, business development at Marathon Petroleum Corporation, will be compensated in the same way as other non-employee directors, consistent with the company’s March 11, 2026 proxy disclosure. The filing notes that there is no arrangement or understanding with other persons leading to his selection and that he has no material interest in related-party transactions under Item 404(a) of Regulation S-K. He will enter into the company’s standard director indemnification agreement, which protects directors against certain losses and expenses related to their board service.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 9.01
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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Director effective date: June 18, 2026
Initial term end: 2027 Annual Meeting of Stockholders
Experience span: nearly four decades
3 metrics
Director effective date
June 18, 2026
Date David R. Heppner joined the board
Initial term end
2027 Annual Meeting of Stockholders
Scheduled end of initial board term
Experience span
nearly four decades
Length of Heppner’s professional experience
Key Terms
non-employee directors, Item 404(a) of Regulation S-K, indemnification agreement, Annual Meeting of Stockholders
4 terms
non-employee directors financial
"Mr. Heppner will receive compensation in the same manner as the Company’s other non-employee directors"
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.
Item 404(a) of Regulation S-K regulatory
"no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K"
indemnification agreement regulatory
"will enter into the standard Company director indemnification agreement, whereby the Company agrees to indemnify, defend and hold its directors harmless"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Annual Meeting of Stockholders financial
"for an initial term ending at the Company’s 2027 Annual Meeting of Stockholders"
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): | |||||
__________________________________________
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.) | ||||||||||||
(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: | ||||||||||||
__________________________________________
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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 18, 2026, the Board of Directors of The Andersons, Inc. (the "Company") elected David R. Heppner as a new director, effective June 18, 2026, for an initial term ending at the Company’s 2027 Annual Meeting of Stockholders or until his earlier resignation or removal.
Mr. Heppner will receive compensation in the same manner as the Company’s other non-employee directors previously disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 11, 2026.
There is no arrangement or understanding between Mr. Heppner and any other persons pursuant to which he was selected as a director. Mr. Heppner has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Heppner and the Company will enter into the standard Company director indemnification agreement, whereby the Company agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 99.1 | Press Release, Dated June 18, 2026 | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |||||||
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. | |||||||||||
| June 18, 2026 | By: | /s/ Emmanuel N. Ayuk | |||||||||
| Emmanuel N. Ayuk | |||||||||||
| Executive Vice President, General Counsel, and Corporate Secretary | |||||||||||
Exhibit 99.1
NEWS RELEASEContact:
Mike Hoelter
Vice President, Corporate Controller and Investor Relations
Phone: 419-897-6715
E-mail: investorrelations@andersonsinc.com
The Andersons, Inc. Names David R. Heppner to Board of Directors
MAUMEE, OHIO, June 18, 2026 – The Andersons, Inc. (Nasdaq: ANDE) has named David R. Heppner to the company’s board of directors, effective June 18, 2026.
Mr. Heppner is chief strategy officer and senior vice president, business development at Marathon Petroleum Corporation, a leading, integrated downstream energy company. He also serves as senior vice president at MPLX GP LLC.
Mr. Heppner brings nearly four decades of experience spanning engineering, operations, and commercial leadership. Since joining Marathon in 1988, he has held roles of increasing responsibility across engineering, project management, and business development, including senior leadership positions at Speedway, where he served as vice president of operations and senior vice president of engineering services and corporate support.
He later served as vice president of commercial and business development and was named senior vice president of strategy and business development in 2021, before assuming his current role in 2024.
Mr. Heppner is actively involved in community and industry organizations. He serves on the Board of Trustees at Ohio Northern University. His prior service includes leadership roles with Habitat for Humanity, the United Way, Boy Scouts of America, and the March of Dimes, as well as board roles with Dayton Children’s Hospital Foundation and other organizations.
“Dave brings deep experience in strategy, operations, and business development that aligns well with our focus on disciplined growth and portfolio optimization,” said Chairman Pat Bowe. “We look forward to his contributions as we continue to strengthen our core businesses and deliver long-term value for our stakeholders.”
About The Andersons, Inc.
The Andersons, Inc., is a North American agriculture company that conducts business in the agribusiness and renewables sectors. Guided by its Statement of Principles, The Andersons is committed to providing extraordinary service to its customers, helping its employees improve, supporting its communities, and increasing the value of the company. For more information, please visit www.andersonsinc.com.
FAQ
What director change did The Andersons (ANDE) disclose in this 8-K?
The Andersons disclosed that its board elected David R. Heppner as a new director effective June 18, 2026. His initial term runs until the 2027 Annual Meeting of Stockholders or until earlier resignation or removal.
Who is David R. Heppner, the new director at The Andersons (ANDE)?
David R. Heppner is chief strategy officer and senior vice president, business development at Marathon Petroleum Corporation. He also serves as a senior vice president at MPLX GP LLC and brings nearly four decades of engineering, operations, and commercial leadership experience.
How long will David R. Heppner serve on The Andersons (ANDE) board initially?
David R. Heppner will serve an initial term ending at The Andersons’ 2027 Annual Meeting of Stockholders. His service could end earlier if he resigns or is removed, consistent with standard corporate governance practices.
How will The Andersons (ANDE) compensate new director David R. Heppner?
David R. Heppner will receive compensation in the same manner as other non-employee directors. The structure for these payments was previously described in The Andersons’ definitive proxy statement filed with the SEC on March 11, 2026.
Will The Andersons (ANDE) provide indemnification to new director David R. Heppner?
Yes. The Andersons and David R. Heppner will enter into the company’s standard director indemnification agreement. Under this agreement, the company agrees to indemnify, defend, and hold its directors harmless from certain losses and expenses related to board service.