Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2011

 

 

LOGO

ARCHER-DANIELS-MIDLAND COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-44   41-0129150

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

4666 Faries Parkway

Decatur, Illinois

  62526
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (217) 424-5200

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 4, 2011, Archer-Daniels-Midland Company (the “Company”) announced that Steven R. Mills, its Senior Executive Vice President, Performance and Growth, has elected to retire as of February 7, 2012. In connection with Mr. Mills’ planned retirement, the Company has entered into an agreement that governs the terms of his ceasing to be an active employee and an officer of the Company (the “Separation Agreement”).

In consideration for non-competition and non-solicitation covenants and other provisions contained in the Separation Agreement, the Company will: (i) pay Mr. Mills cash in the amount of $1,800,000, to be paid as a first installment of $450,000 on or about November 15, 2011 and a second installment of $1,350,000 on or about February 15, 2012; (ii) pay Mr. Mills a cash payment equal to 50% of the aggregate difference between the option strike price and the fair market value, as defined in the Separation Agreement, of the underlying securities for all stock options currently held by Mr. Mills that will not be vested as of February 7, 2012 and will not continue to vest under the terms of the granting document, to be paid on or about February 15, 2012; (iii) transfer to Mr. Mills, on or about February 7, 2012, the title of the Company-owned car currently used by him; and (iv) extend Mr. Mills’ healthcare coverage until February 28, 2013 on the same terms as would have been available to him had he remained employed by the Company through such date. These benefits are subject to customary terms and conditions under the Separation Agreement. A copy of the Separation Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference in response to this Item 5.02. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of such agreement.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 3, 2011, the Company held its 2011 Annual Meeting of Stockholders. The following proposals were voted on at the meeting with the following results:

Proposal No. 1. All nominees for election to the Board of Directors listed in the proxy statement for the 2011 Annual Meeting were elected as follows:

 

Nominee

   For      Against      Abstain      Broker Non-Votes  

G. W. Buckley

     455,411,345         12,124,887         1,778,220         72,066,594   

M. H. Carter

     452,814,564         14,870,963         1,628,925         72,066,594   

T. K. Crews

     462,962,084         4,665,443         1,686,925         72,066,594   

P. Dufour

     443,711,390         23,767,218         1,835,844         72,066,594   

D. E. Felsinger

     432,726,201         34,746,370         1,841,881         72,066,594   

A. Maciel

     453,669,071         13,950,016         1,695,365         72,066,594   

P. J. Moore

     441,380,646         26,030,630         1,903,176         72,066,594   

T. F. O’Neill

     460,791,731         6,755,899         1,766,822         72,066,594   

K. R. Westbrook

     451,999,136         15,701,536         1,613,780         72,066,594   

P. A. Woertz

     446,395,338         21,204,568         1,714,546         72,066,594   

Proposal No. 2. The appointment of Ernst & Young LLP as independent accountants for the fiscal year ending June 30, 2012 was ratified at the meeting by the following votes:

 

For

   Against      Abstain  

534,007,501

     5,890,604         1,482,941   

Proposal No. 3. The compensation of the Company’s named executive officers was approved, on an advisory basis, by the following votes:

 

For

   Against      Abstain      Broker
Non-Votes
 

381,250,469

     82,982,924         5,081,059         72,066,594   

Proposal No. 4. The stockholders approved, on an advisory basis, the holding of the advisory vote on executive compensation on an annual basis by the following votes:

 

1 Year

   2 Years      3 Years      Abstain      Broker
Non-Votes
 

424,039,389

     2,150,057         38,792,049         4,332,957         72,066,594   

Proposal No. 5. The First Stockholder’s Proposal (regarding political contributions) was defeated as follows:

 

For

   Against      Abstain      Broker
Non-Votes
 

15,682,836

     402,421,913         51,209,703         72,066,594   

Proposal No. 6. The Second Stockholder’s Proposal (regarding a report on political contributions) was defeated as follows:

 

For

   Against      Abstain      Broker
Non-Votes
 

114,977,191

     297,063,789         57,273,472         72,066,594   

Proposal No. 7. The Third Stockholder’s Proposal (regarding sustainable palm oil) was defeated as follows:

 

For

   Against      Abstain      Broker
Non-Votes
 

22,588,092

     367,343,837         79,382,523         72,066,594   


The Board of Directors of the Company has determined to include an advisory vote on executive compensation at each Annual Meeting of Stockholders until the next required vote on the frequency of stockholder votes on executive compensation.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibit is filed herewith:

99.1        Agreement, dated as of November 2, 2011, by and between Archer-Daniels-Midland Company and Steven R. Mills.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ARCHER-DANIELS-MIDLAND COMPANY
Date: November 7, 2011     By   /s/ David J. Smith
      David J. Smith
      Executive Vice President, Secretary and General Counsel


Exhibit

  

Description

  

Method of Filing

99.1    Agreement, dated as of November 2, 2011, by and between Archer-Daniels-Midland Company and Steven R. Mills    Filed Electronically