Andersons, Inc.
For the period ended Mar 11, 2026. Filed Mar 11, 2026.
View on SEC.govAbout this filing
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.
Mar 11, 2026 · Filed Mar 11, 2026
Contents
Cover page
Show cover page
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 ☒ | |
| 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)) |
| ☒ | 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): | |
| ☒ | 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. |
| | | | | | | | ||||||
| | | | | | | | | |||||
| | | | | | | | | | | | | |
|---|
| | |
|---|---|
| 1947 Briarfield BoulevardMaumee, Ohio 43537March 11, 2026 |
MESSAGE FROM THE CHAIRMAN
Dear Shareholders,
You are cordially invited to attend the Annual Meeting of Shareholders to be held on Thursday, May 7, 2026 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/ANDE2026, 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 2025 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,Patrick E. BoweChairman of the Board |
| | | | | | | | ||||||
| | | | | | | | | |||||
| | | | | | | | | | | | | |
|---|
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/ANDE2026, you must enter the 16-digit control number found on your proxy card or your voting instruction form.
| Date | | Time | | Place | ||
| May 7, 2026 | | 8:00 A.M., Eastern Time | | Online at www.virtualshareholdermeeting.com/ANDE2026 | ||
|---|---|---|---|---|---|---|
| MATTERS TO BE VOTED UPON: · VOTING RECOMMENDATION · PAGE REFERENCE | |||
|---|---|---|---|
| 1 | The election of nine directors identified as nominees herein to hold office for a one-year term. | FOR | 48 |
| 2 | Advisory approval of executive compensation. | FOR | 48 |
| 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, 2026. | FOR | 48 |
| 4 | Any other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof. | | |
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.
| By Mail | | By Telephone | | Via the Internet | ||
| Mark, sign and date your proxy card and return it in the pre-paid envelope provided | | With your proxy card in hand please call 1-800-690-6903 | | With your proxy card in hand please visit www.proxyvote.com | ||
|---|---|---|---|---|---|---|
By order of the Board of Directors
/s/ Emmanuel N. Ayuk
Emmanuel N. Ayuk
Corporate Secretary
1947 Briarfield Blvd
Maumee, Ohio 43537
(Address of Corporate Headquarters)
March 11, 2026
The accompanying Proxy Statement was first mailed and made available to shareholders on or about March 27, 2026. It is furnished in connection with the solicitation of proxies by the Board of Directors of the Company to be voted during the Annual Meeting for the purposes set forth in this Notice of Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 7, 2026The Proxy Statement and Annual Report to Shareholders with the Form 10-K are 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.