8-KLeadership ChangesShareholder MattersExhibits & Filings

Archer-Daniels-Midland Co 8-K Report, Executive Changes (Nov 7, 2011)

Filed November 7, 2011For Securities:ADM

Summary

Archer-Daniels-Midland Company (ADM) filed an 8-K report on November 7, 2011, detailing significant events that occurred on November 2, 3, and 4, 2011. The most notable event is the announced retirement of Senior Executive Vice President, Performance and Growth, Steven R. Mills, effective February 7, 2012. ADM has entered into a separation agreement with Mr. Mills, which includes a cash payment of $1.8 million, a partial payout of unvested stock options, title transfer of his company car, and extended healthcare coverage in exchange for non-competition and non-solicitation covenants. The report also provides the results of ADM's 2011 Annual Meeting of Stockholders, held on November 3, 2011. All director nominees were elected, and the appointment of Ernst & Young LLP as independent accountants for the upcoming fiscal year was ratified. Shareholders approved, on an advisory basis, the compensation of named executive officers and the proposal to hold an advisory vote on executive compensation annually. However, three shareholder proposals regarding political contributions and sustainable palm oil were defeated.

Key Highlights

  • 1Senior Executive Vice President Steven R. Mills to retire effective February 7, 2012.
  • 2ADM entered into a separation agreement with Mr. Mills, including a $1.8 million cash payment and other benefits, in exchange for restrictive covenants.
  • 3All director nominees were elected at the 2011 Annual Meeting of Stockholders.
  • 4Ernst & Young LLP ratified as independent accountants for the fiscal year ending June 30, 2012.
  • 5Shareholders approved executive compensation on an advisory basis with a strong majority.
  • 6Shareholders approved holding an advisory vote on executive compensation annually.
  • 7Three shareholder proposals concerning political contributions and sustainable palm oil were not approved.

Frequently Asked Questions

In exchange for non-competition and non-solicitation covenants, Mr. Mills will receive $1.8 million in cash (paid in installments), a cash payment for a portion of unvested stock options, the company car he uses, and extended healthcare coverage until February 28, 2013. The agreement was effective November 2, 2011.

All director nominees were elected with substantial 'For' votes. The appointment of Ernst & Young LLP as independent accountants was ratified. Executive compensation was approved on an advisory basis, and shareholders agreed to hold this vote annually. However, three shareholder proposals regarding political contributions and sustainable palm oil were defeated.

The payments and benefits to Mr. Mills are in consideration for him entering into non-competition and non-solicitation covenants, as well as other provisions outlined in the separation agreement. These covenants are designed to protect ADM's business interests during and after his departure.

The advisory vote on executive compensation indicates shareholder sentiment regarding the company's pay practices for its top executives. The defeat of the shareholder proposals on political contributions and sustainable palm oil suggests that the majority of voting shareholders did not support these specific initiatives at this time.