8-KLeadership ChangesCorporate ChangesExhibits & Filings

Archer-Daniels-Midland Co 8-K Report, Executive Changes (Feb 6, 2007)

Filed February 6, 2007For Securities:ADM

Summary

Archer-Daniels-Midland Company (ADM) has filed a Form 8-K reporting key changes within its leadership and corporate governance structure. Effective February 3, 2007, Patricia A. Woertz, who was appointed CEO and President in April 2006, has now also been elected Chairman of the Board of Directors. This transition sees G. Allen Andreas resign from the Board. Furthermore, ADM's Board approved amendments to its bylaws, changing the director election standard to a majority of votes cast at shareholder meetings. This move away from a plurality standard, which will still apply if the number of nominees exceeds available director seats, signifies a shift towards greater shareholder accountability in director appointments. Investors should note these leadership changes and governance updates as they reflect on the company's strategic direction and corporate responsibility.

Key Highlights

  • 1Patricia A. Woertz, CEO and President, elected Chairman of the Board, succeeding G. Allen Andreas.
  • 2G. Allen Andreas resigned from the Board of Directors effective February 3, 2007.
  • 3Bylaws amended to require directors to be elected by a majority of votes cast, enhancing shareholder influence.
  • 4The majority voting standard applies unless the number of nominees exceeds the number of directors to be elected, in which case plurality voting will prevail.
  • 5These changes are effective as of February 3, 2007.
  • 6The filing includes the amended bylaws and a press release as exhibits.

Frequently Asked Questions

Patricia A. Woertz, who is already the Chief Executive Officer and President, has been elected Chairman of the Board of Directors.

ADM's bylaws have been amended to require that each director be elected by a majority of the votes cast at shareholder meetings. Previously, a plurality standard was the norm.

Yes, the bylaws stipulate that if the number of director nominees exceeds the number of directors to be elected, the company will continue to use the plurality voting standard.

Both the leadership changes and the bylaw amendments became effective on February 3, 2007.