8-KMaterial AgreementsExhibits & Filings

Archer-Daniels-Midland Co 8-K Report, Material Agreement (Dec 23, 2004)

Filed December 23, 2004For Securities:ADM

Summary

Archer-Daniels-Midland Company (ADM) filed an 8-K on December 23, 2004, to report the adoption of new executive compensation and retirement plans. The company introduced the ADM Deferred Compensation Plan for Selected Management Employees II and the ADM Supplemental Retirement Plan II. These new plans are designed to comply with Section 409A of the Internal Revenue Code, as introduced by the American Jobs Creation Act of 2004. This regulatory change necessitates adjustments to how deferred compensation and retirement benefits are structured for highly compensated employees. In conjunction with these new plans, ADM also announced the suspension of their predecessor plans, the Deferred Compensation Plan for Selected Management Employees I and the Supplemental Retirement Plan I, effective December 31, 2004, with respect to new deferrals and additional benefits. The company also amended its Stock Unit Plan for Nonemployee Directors to align with the new tax code provisions regarding payment deferrals. These actions indicate ADM's proactive approach to ensuring compliance with evolving tax legislation affecting executive compensation.

Key Highlights

  • 1ADM adopted new Deferred Compensation and Supplemental Retirement Plans (II) effective December 1, 2004.
  • 2These new plans are designed to comply with Section 409A of the Internal Revenue Code, introduced by the American Jobs Creation Act of 2004.
  • 3The Deferred Compensation Plan II allows eligible employees to defer 5-75% of base salary, with earnings based on benchmark funds and flexible distribution options.
  • 4The Supplemental Retirement Plan II offers vested participants retirement benefits calculated according to the plan, payable after separation from service.
  • 5Predecessor plans (Deferred Compensation Plan I and Supplemental Retirement Plan I) were suspended for new deferrals/benefits effective December 31, 2004, but will continue for existing accrued amounts.
  • 6Amendments were made to the Stock Unit Plan for Nonemployee Directors to modify stock unit payment deferral rules in compliance with the Jobs Act.

Frequently Asked Questions

ADM adopted these new plans to comply with Section 409A of the Internal Revenue Code, which was added by the American Jobs Creation Act of 2004. This legislation imposes new rules on non-qualified deferred compensation arrangements.

Both plans are primarily for certain highly compensated and management employees of ADM. Specific eligibility criteria and enrollment periods are detailed within the respective plan documents filed with the SEC.

The predecessor plans, the Deferred Compensation Plan I and the Supplemental Retirement Plan I, were suspended with respect to new deferrals and additional benefits effective December 31, 2004. However, these older plans will continue to be administered for amounts that were already deferred or accrued under them up to that date.

ADM amended its Stock Unit Plan for Nonemployee Directors to ensure compliance with the new tax regulations. Specifically, the rules for extending the payment date of stock units have been modified to meet the requirements of the American Jobs Creation Act of 2004.