8-KCorporate ChangesOther EventsExhibits & Filings

Archer-Daniels-Midland Co 8-K Report, Bylaw Amendment (Feb 11, 2013)

Filed February 11, 2013For Securities:ADM

Summary

Archer-Daniels-Midland Company (ADM) filed an 8-K on February 11, 2013, reporting two key updates from its Board of Directors' meetings on February 7, 2013. The primary change involves an amendment to the company's Bylaws, which lowers the threshold for stockholders to call a special meeting. Previously requiring a majority of outstanding shares, the new provision allows stockholders to call a special meeting if they collectively hold at least 10% of the outstanding shares, subject to certain holding period and net long position requirements. Additionally, the Board set the date for the Company's 2013 annual meeting of stockholders for May 2, 2013. This announcement also establishes the record date for determining which stockholders are entitled to receive notice and vote at the meeting as March 11, 2013. Investors should note the expedited deadlines for submitting any shareholder proposals intended for inclusion in the company's proxy statement, which is February 21, 2013.

Key Highlights

  • 1ADM's Board of Directors amended the company's Bylaws on February 7, 2013.
  • 2The amendment reduces the threshold for stockholders to call a special meeting from a majority to at least 10% of outstanding shares.
  • 3Stricter conditions apply to the 10% threshold, including a one-year 'net long position' holding requirement.
  • 4The 2013 annual meeting of stockholders is scheduled for May 2, 2013.
  • 5The record date for the annual meeting is March 11, 2013.
  • 6Shareholder proposals for inclusion in the proxy statement must be submitted by February 21, 2013.
  • 7Shareholder proposals not included in the proxy statement must also be received by February 21, 2013.

Frequently Asked Questions

The most significant change is the amendment to ADM's Bylaws that lowers the ownership threshold required for stockholders to call a special meeting from a majority of outstanding shares to at least 10% of outstanding shares, subject to certain conditions.

Under the amended Bylaws, stockholders must collectively hold at least 10% of the outstanding shares in a 'net long position' for at least one year. They must also meet other specified conditions, including providing expanded information in their request and ensuring at least one requesting stockholder appears to present the proposed business.

The 2013 annual meeting of stockholders is scheduled for May 2, 2013. The deadline for submitting shareholder proposals for inclusion in the company's proxy statement, or for proposals not intended for inclusion but to be presented at the meeting, is February 21, 2013.

For shareholder proposals, written notice must be received by the Secretary of Archer-Daniels-Midland Company at 4666 Faries Parkway, Decatur, Illinois 62526. Specific contact details for general inquiries related to the filing or company matters are not explicitly provided in this excerpt but would typically be found in the investor relations section of ADM's website.