8-KLeadership ChangesExhibits & Filings

Archer-Daniels-Midland Co 8-K Report, Executive Changes (Apr 16, 2012)

Filed April 16, 2012For Securities:ADM

Summary

This Form 8-K filing from Archer-Daniels-Midland Company (ADM) on April 16, 2012, primarily announces the retirement of Vice Chairman John D. Rice and details the terms of his separation agreement. Mr. Rice, who last actively served on April 13, 2012, will continue to provide services to the company on a reduced basis until his official retirement on June 30, 2012. The separation agreement outlines the compensation and benefits Mr. Rice will receive in exchange for releasing claims, adhering to non-competition and non-solicitation covenants, and fulfilling other provisions. These include a cash payment of approximately $1.9 million, a payout related to unvested stock options, the transfer of his company car, extended healthcare coverage, and a pro-rata incentive payment.

Key Highlights

  • 1Vice Chairman John D. Rice is retiring, with his last active day of service on April 13, 2012, and official retirement effective June 30, 2012.
  • 2Mr. Rice will provide services to ADM on a reduced time commitment until his retirement.
  • 3A Separation Agreement has been executed between ADM and Mr. Rice, detailing the terms of his departure.
  • 4The agreement includes a cash payment totaling $1,900,008 to Mr. Rice.
  • 5ADM will provide Mr. Rice with a payment for unvested stock options based on the difference between strike price and fair market value.
  • 6Mr. Rice will receive his company car, extended healthcare coverage until June 30, 2013, and a cash incentive payment.
  • 7The agreement is contingent upon Mr. Rice executing two releases of claims and adhering to non-competition and non-solicitation covenants.

Frequently Asked Questions

The main reason for this filing is to announce the retirement of ADM's Vice Chairman, John D. Rice, and to disclose the terms of his separation agreement with the company.

ADM will incur costs related to Mr. Rice's separation package, which includes a cash payment of $1.9 million, a payout for unvested stock options, continued healthcare coverage, and an incentive payment. The exact cost for the stock options will depend on market conditions. These are considered executive compensation expenses.

Mr. Rice is required to execute two releases of claims, adhere to non-competition and non-solicitation covenants, and provide continued services on a reduced basis until his retirement.

Mr. Rice's last active day of service was April 13, 2012. He will continue to provide services on a reduced basis until his official retirement date of June 30, 2012.