The Andersons, Inc. Files Definitive Proxy Statement

Ticker: ANDE · Form: DEF 14A · Filed: Mar 13, 2024 · CIK: 821026

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, The Andersons, Executive Compensation, Corporate Governance

TL;DR

<b>The Andersons, Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

Andersons, Inc. (ANDE) filed a Proxy Statement (DEF 14A) with the SEC on March 13, 2024. The Andersons, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 13, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 1947 Briarfield Boulevard, Maumee, OH 43537. The Andersons, Inc. was formerly known as Andersons Management Corp. The filing includes data on equity awards for both PEO and Non-PEO/NEO members from 2020 to 2023.

Why It Matters

For investors and stakeholders tracking Andersons, Inc., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, board nominations, and other corporate governance matters, enabling informed voting decisions. The detailed breakdown of equity awards for executive and non-executive personnel offers transparency into the company's incentive structures and compensation philosophy.

Risk Assessment

Risk Level: — Andersons, Inc. shows moderate risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational events.

Analyst Insight

Review the executive compensation details and equity award grants to understand management's incentives and potential future dilution.

Key Numbers

Key Players & Entities

FAQ

When did Andersons, Inc. file this DEF 14A?

Andersons, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 13, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Andersons, Inc. (ANDE).

Where can I read the original DEF 14A filing from Andersons, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Andersons, Inc..

What are the key takeaways from Andersons, Inc.'s DEF 14A?

Andersons, Inc. filed this DEF 14A on March 13, 2024. Key takeaways: The Andersons, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 13, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 1947 Briarfield Boulevard, Maumee, OH 43537..

Is Andersons, Inc. a risky investment based on this filing?

Based on this DEF 14A, Andersons, Inc. presents a moderate-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational events.

What should investors do after reading Andersons, Inc.'s DEF 14A?

Review the executive compensation details and equity award grants to understand management's incentives and potential future dilution. The overall sentiment from this filing is neutral.

How does Andersons, Inc. compare to its industry peers?

The Andersons, Inc. operates in the farm product raw materials wholesale industry. This filing is a standard proxy statement related to corporate governance.

Are there regulatory concerns for Andersons, Inc.?

This filing is made under the Securities Exchange Act of 1934, specifically Form DEF 14A, which requires public companies to provide detailed information to shareholders for annual meetings.

Industry Context

The Andersons, Inc. operates in the farm product raw materials wholesale industry. This filing is a standard proxy statement related to corporate governance.

Regulatory Implications

This filing is made under the Securities Exchange Act of 1934, specifically Form DEF 14A, which requires public companies to provide detailed information to shareholders for annual meetings.

What Investors Should Do

  1. Analyze the compensation structure for named executive officers.
  2. Review proposals to be voted on by shareholders.
  3. Examine the details of equity awards granted and their potential impact.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No specific comparative data from a prior filing is immediately apparent in this header information.

Filing Stats: 4,722 words · 19 min read · ~16 pages · Grade level 11.5 · Accepted 2024-03-13 12:01:51

Filing Documents

Executive Compensation 25

Executive Compensation 25 Compensation Committee Report 25 Compensation Discussion and Analysis 25 Executive Summary 25 General Principles and Procedures 30 2023 Executive Compensation Components 33 Director Compensation 45 Chief Executive Officer ("CEO") Pay Ratio 46 Pay Versus Performance 47 Other Information 50 Shareholders Proposals for 2025 Annual Meeting 50 Additional Information 50 Appendix A 51 Table of Contents THE ANDERSONS, INC. 1947 Briarfield Boulevard Maumee, Ohio 43537 PROXY STATEMENT Annual Meeting of Shareholders May 9, 2024 Introduction The Board of Directors (the "Board") of The Andersons, Inc. (the "Company") is soliciting your proxy to encourage your participation in the voting at the Annual Meeting and to obtain your support on each of the proposals described in this proxy statement. You are invited to attend the virtual Annual Meeting and vote your shares directly. However, even if you do not attend, you may vote by proxy, which allows you to direct another person to vote your shares at the meeting on your behalf. This proxy statement will be first mailed or otherwise delivered to shareholders on or about March 22, 2024. The mailing address of the Company's principal executive offices is 1947 Briarfield Boulevard in Maumee, Ohio 43537. This Proxy Solicitation Included in this package are, among other things, the proxy card and this proxy statement. The proxy card and the identification number on it are the means by which you authorize another person to vote your shares in accordance with your instructions. This proxy statement provides you with information about the proposals and about the Company that you may find useful in deciding how to vote with respect to each of the proposals. After this introduction, you will find the following sections: Voting Summary of Proposals Election of Directors Corporate Governance Executive Officers Equity Plans Advisory Vote on Executive Compensation Appoint

Executive Compensation

Executive Compensation Director Compensation CEO Pay Ratio Pay Versus Performance Other Information The Annual Meeting: Quorum The Annual Meeting will be held on Thursday, May 9, 2024 at 8:00 A.M., Eastern Time, online at www.virtualshareholdermeeting.com/ANDE2024. The Company's Code of Regulations requires that a majority of our outstanding Common Shares be represented at the Annual Meeting, either in person or by proxy, in order to transact business. Abstentions and broker non-votes will be treated as present for purposes of determining whether a majority of our Common Shares is represented at the meeting and will therefore affect whether a quorum has been achieved. A broker non-vote occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner. There were no shareholder proposals submitted for the 2024 Annual Meeting. The Andersons, Inc. | 2024 Proxy Statement | 1 Table of Contents Common Shares Outstanding The record date for determining holders of the Company's Common Shares entitled to vote at the Annual Meeting is March 11, 2024. As of the record date, the Company had 34,049,783 Common Shares issued and outstanding. 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 Form 10-K is available at www.proxyvote.com. The Andersons, Inc. | 2024 Proxy Statement | 2 Table of Contents Voting You are entitled to one vote at the Annual Meeting for each of the Company's Common Shares that you owned as of the close of business on March 11, 2024 (the record date for the Annual Meeting). There is no right to cumulative voting as to any matter, including the election of directors. How to Vote Your Shares You may vote your shares by proxy or electroni

: Gender Identity

Part I: Gender Identity Directors 2 8 — —

: Demographic Background

Part II: Demographic Background African American or Black — 1 — — Alaskan Native or Native American — — — — Asian — — — — Hispanic or Latinx — — — — Native Hawaiian or Pacific Islander — — — — White 2 7 — — Two or More Races or Ethnicities — — — — LGBTQ+ — Did Not Disclose Demographic Background — The Andersons, Inc. | 2024 Proxy Statement | 8 Table of Contents Director Specific experience, qualifications, attributes or skills Patrick E. Bowe More than thirty-five years of experience in the agricultural sector Former board member of Primient, as well as United Malt Group, both publicly traded companies As Corporate Vice President for Cargill's Food Ingredient and Systems Platform, responsible for strategy, capital allocation decisions, customer relationship management, as well as leading key sourcing and business excellence initiatives Has held a v

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