Andersons Inc
For the period ended May 9, 2024. Filed Mar 13, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 9, 2024 · Filed Mar 13, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ý | |
|---|---|
| Filed by a Party other than the Registrant ¨ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ý | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| The Andersons, Inc. | |
| (Name of registrant as specified in its charter) | |
| (Name of person(s) filing proxy statement, if other than the registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| ý | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
March 13, 2024
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be held on Thursday, May 9, 2024 at 8:00 A.M. Eastern Time. The Annual Meeting will be held in a virtual meeting format only, via live webcast. You will not be able to attend the Annual Meeting physically in person. To participate in the Annual Meeting at www.virtualshareholdermeeting.com/ANDE2024, you must enter the 16-digit control number found on your proxy card or your voting instruction form.
This booklet includes the formal notice of the meeting and the proxy statement. The proxy statement tells you more about the meeting agenda, and how to vote your proxy and procedures for the meeting. It also describes how the Board of Directors operates and gives you information about our director candidates. A form of proxy card and our 2023 annual report to shareholders are also included with this booklet.
It is important that your shares are represented and voted at the Annual Meeting, regardless of the size of your holdings. I urge you to vote your proxy as soon as possible so that your shares may be represented at the meeting. If you attend the Annual Meeting, you may revoke your proxy by voting your shares electronically at the annual meeting, if you wish.
Sincerely,
/s/ Michael J. Anderson, Sr.
Michael J. Anderson, Sr.
Chairman
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting will be held in a virtual meeting format only, via live webcast. You will not be able to attend the Annual Meeting physically in person. To participate in the Annual Meeting at www.virtualshareholdermeeting.com/ANDE2024, you must enter the 16-digit control number found on your proxy card or your voting instruction form.
Date: May 9, 2024
Time:8:00 A.M., Eastern Time
Place: Online at www.virtualshareholdermeeting.com/ANDE2024
When can I join the virtual Annual Meeting? You may begin to login to the meeting platform beginning at 7:45 A.M. Eastern Time on May 9, 2024. The meeting will begin promptly at 8:00 A.M.
How can I ask questions and vote? Shareholders may vote (although beneficial but not record owners wishing to vote electronically at the virtual meeting should contact their broker or nominee for instructions) and submit questions virtually during the meeting (subject to time restrictions). To participate in the meeting virtually, visit www.virtualshareholdermeeting.com/ANDE2024. When recognized by the Chair, shareholders should identify themselves by name, company or affiliation. Shareholders will have two minutes to ask general questions or comment. Questions or comments not related to the proposal under discussion, or that are about personal concerns not shared by shareholders generally, or that use blatantly offensive language may be ruled out of order.
What if I lost my 16-digit control number? You will be able to login as a guest. To view the meeting webcast, visit www.virtualshareholdermeeting.com/ANDE2024 and register as a guest. If you login as a guest, you will not be able to vote your shares or ask questions at the meeting.
What if I experience technical difficulties? If shareholders encounter any difficulties accessing the Annual Meeting webcast during the check-in or meeting time, there will be a technical support number posted on the virtual meeting login page for assistance. Technical support will be available beginning at 7:45 A.M. Eastern Time on May 9, 2024 through the conclusion of the Annual Meeting.
The virtual meeting platform is fully supported across all browsers (Internet Explorer, Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Shareholders should ensure they have a strong internet connection if they intend to attend and/or participate in the Annual Meeting. Shareholders should allow plenty of time to login and ensure that they can hear streaming audio prior to the start of the Annual Meeting.
If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of questions within the Investor Relations section of our website. The questions will remain available until the Company's 2025 proxy statement is filed.
Matters to be voted upon:
| 1 | The election of nine directors identified as nominees herein to hold office for a one-year term. |
| 2 | Advisory approval of executive compensation. |
| 3 | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. |
| 4 | Any other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof. |
| By order of the Board of Directors | |
| Maumee, Ohio | /s/ Christine M. Castellano |
|---|---|
| March 13, 2024 | Christine M. Castellano |
| Secretary |
Your vote is important. Whether or not you plan to attend the Annual Meeting electronically and regardless of the number of shares you own, please vote your shares by proxy, either by mailing the enclosed proxy card or, by telephone or via the Internet. If you attend the Annual Meeting, you may revoke your proxy by voting your shares electronically at the Annual Meeting, if you wish.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 9, 2024
The Proxy Statement and Annual Report to Shareholders with the Form 10-K is available at www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.