Archer-Daniels-Midland Company (ADM)
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AGM 2021

May 6, 2021

Speaker 1

Cameron Findlay, Senior Vice President, General Counsel and Secretary of ADM. Welcome to ADM's ninety eighth Annual Meeting of the Stockholders, which we're holding online again this year due to the ongoing threat posed by COVID-nineteen. The rules for the meeting can be viewed in a link near the bottom of your web. We ask for your cooperation in adhering to these rules so that we can have a productive and efficient meeting. I now call the meeting to order.

The notice and proxy statement were made available on 03/26/2021 to all stockholders of record as of 03/15/2021, the record date for this meeting. The total number of shares of stock outstanding on the record date and entitled to vote was 558,500,563. If you haven't voted and want to do so or if you wish to change your vote, you may do so by clicking on the voting button on the web portal and following the instructions there. The board of directors has appointed Broadridge Financial Solutions through its representatives and agents as inspector of election to oversee the voting. The board has named Don Peltzer, Juan Luciano, and Pat Moore to the proxy committee and authorized them to vote proxies.

The inspector of election has reported that there is a quorum present and the meeting is open for business. Operator, please open the polls. The inspector of election will tabulate all votes and I will announce the vote. The annual report on Form 10 ks for the year ended 12/31/2020 has been made available to all stockholders. I'd now like to introduce Juan Luciano, Chairman of the Board of Directors and Chief Executive Officer.

Juan?

Speaker 2

Good morning. Before we open the meeting, I want to say that all of us at ADM hope that you and your families have been able to stay healthy and safe in these extraordinary times. We'll start today with the proposal for the election of directors. The Board of Directors has set the number of director nominees at 12 and has nominated the following 12 members, which had hold office until their successors are duly elected and qualified. Mike Burke, Ted Colbert, who would be new to our board, welcome Ted.

Terry Cruz, who serves as Chair of the Audit Committee. Pierre Dufour. Don Felsinger, who serves as our Independent Lead Director. Susan Harrison, who serves as Chair of our Sustainability and Corporate Responsibility Committee Juan Luciano Pat Moore who serves as Chair of the Nominating Corporate Governance Committee Francisco Sanchez Deborah Sandler, Lei Schlitz, and Kelvin Westbrook who serves as Chair of the Compensation Succession Committee. The Secretary has advised that under the procedures established by the company for nominating directors, the only persons who have been nominated are those listed in the proxy statement, either for declare the nominations closed.

The Board of Directors recommends a vote for the election of the 12 nominees. Next is the proposal on the ratification of the Audit Committee's appointments of Ernst and Young as an independent auditor for 2021. Ernst and Young's representatives, Nick Frans and Mary Ramatoski are present and available to answer any appropriate stockholder questions. The Board recommends a Board for the ratification of the appointment of Ernst and Young LLP. The next proposal is the advisory vote on executive compensation.

While this advisory vote is not binding on our Board of Directors, the Board and its Compensation and Succession Committee do take into account the outcome of the vote in making decisions about executive compensation. The Board recommends stockholders vote for the resolution to approve on an advisory basis the compensation of the company's named executive officers as disclosed in the proxy statement. The final proposal submitted by Mr. John Sheveden asks that the Board make changes to ADM's proxy access by law. Mr.

Sheveden will now present the proposal. Please limit your remarks to five minutes. Operator, please open the line for Mr. Cheveden.

Speaker 3

Hello. This is John Cheveden. Can you hear me okay?

Speaker 2

Yes, sir. Good morning.

Speaker 3

Yes. Just wanted as a point of order, on the online page, the question and answer section is closed now, but I'm told it's gonna be opened at some point during the meeting. And it's somewhat hidden. You have to look in the bottom right corner to see the q and a note and then click on that. So I'll I'll go on with the with the introduction of the shareholder proposal.

This is proposal four, improve our catch 22 proxy access. Shareholders request that our board of directors take the steps necessary to enable as many shareholders as may be needed to combine their shares to equal 3% of our stock to own continuously for three years in order to enable shareholder proxy access. Proxy access allows a group of shareholders to nominate a director who will compete with management nominated directors to see who gets the most votes. Competition is good for our board of directors. Currently, a strict limit of 20 shareholders must have owned $1,000,000,000 of ADM stock for an unbroken three years in order to nominate one candidate for the board under our proxy access rules.

A strict limit of 20 deep pocket shareholders does not allow for a diverse group of shareholders. It is disappointing that management does not support the diversity that this proposal calls for. As a practical matter, it is unlikely that more than 50 shareholders would participate in nominating a director using proxy access with this proposal. There is hardly any administrative difference in 20 shareholders submitting proof of owning $1,000,000,000 of our stock compared to 50 shareholders submitting proof of owning $1,000,000,000 of our stock. And adopting this proposal would allow management's commitment to and adopting this proposal would show management's commitment to diversity.

This proposal is asking for so little. The key benefit of a governance improvement proposal like this proposal is that it would not result in more cost because the mere presence of good governance serves as a guardrail to make sure that management elects the best directors on their own. Because if management does not elect the best directors, then shareholders have a remedy with teeth to give management an early alert wake up call. If the board is committed to board refreshment, then it should support this proposal. Because if the board waivers from its commitment, shareholders will give them an early alert wake up call, which is better than the board getting a work wake up call after the horse is out of the barn.

Our current proxy access is way out of balance. There has not been one proxy access candidate placed on the ballot of any company in the entire universe during the past five years. There have been 500 companies where they show the right for proxy access during these five years. 500 companies times five years equals two thousand five hundred company years without one proxy access candidate. This means that under the current rules, any company such as ADM would not expect one proxy access candidate during the next two thousand five hundred years.

This is way out of balance as far as shoulders are concerned. Plus, a proxy access candidate then has a formidable challenge of getting more votes than at least one established director. This would require impressive shareholder support over a incumbent director and would be a clear indication that an incumbent director needed to be replaced. Please vote yes and prove our catch 22 proxy access. Please vote for proposal four, and please change your vote if you voted against this before the polls close in a few minutes.

Speaker 2

Thank you, mister Schevenden. Operator, please close the line for Mr. Chevenen. The Board of Directors recommends voting against this proposal. As we said in the proxy, we believe the proposal is unnecessary and not in the best interest of ADM and its stockholders.

Our proxy access by law provides stockholders with a significant voice in director elections while mitigating the risk that some stockholders may use proxy access to pursue special interests or objectives that are not aligned with the interests of most long term shareholders. ABM's proxy access provision is consistent with those of large companies. Approximately 92% of public companies with proxy access have a 20 stockholder aggregation limit. However, the proposal would allow those with very small stakes in ADM rather than those with interests are aligned with the company to affect the company's destiny. Thank you.

Tom, I turn it back to you now.

Speaker 1

No other proposals have been submitted for action by the stockholders at this meeting. Accordingly, this is the last call for voting. Any stockholder who hasn't yet voted or wishes to change its vote may do so so by clicking on the voting button on the web portal following the instructions there. Now that everyone has had the opportunity to vote, I declare the polls closed. I ask the operator to close the polls and the inspector of election to tabulate all votes.

Now the preliminary results to the ballot. All of the directors were elected with a substantial majority of votes cast. The appointment of Ernst and Young was ratified. The advisory vote on executive compensation was adopted, and the shareholder proposal to change ABM's proxy access bylaw was not approved. I will file with the records of the meeting, the list of stockholders entitled to vote at the meeting, and the ballots for all items on the proxy statement.

The final vote totals will be certified by the inspector of election and the inspector's report will be filed with the records of the meeting. If there is no further business, I declare the meeting adjourned. We will now move to concluding remarks and then questions. Please note that stockholders may submit questions at any time through the field provided in the web portal. Our Chairman and CEO, Juan Luciano, will answer questions at the conclusion of his remarks.

If a question is directed to someone other than Juan or if it's more practicable to answer the question in writing, we will answer it on the Investors section of our website, adn.com, in the coming days. Now I'd like to turn the floor back to Juan.

Speaker 2

Thank you, Ken. When I last spoke to you about a year ago, we were still in the early stages of an unprecedented global pandemic. Economies were locking down and demand patterns were shifting, creating enormous challenges for the global food chain. No one knew how it would evolve, how long it might last, or when vaccines might arrive. Facing that uncertainty, we focus on protecting our workforce, serving our customers, keeping operations running, and continuing a relentless focus on our strategic efforts.

Now a year later, we can say we did all of that and more. I have never been prouder of our team than after seeing how they rose to meet the adversity that we faced throughout 2020. In all parts of the world, the impacts of COVID-nineteen are still being felt on a daily basis and we continue to work diligently to support our colleagues and their communities while also supporting our customers and growing demand. One of the keys to our identity is that ADM takes on the world's toughest challenges. And in 2020, we put that to the test.

Our team adapted and innovated to provide nutrition around the world. In doing so, we delivered record adjusted EPS of $3.59 12% higher adjusted operating profit than in 1929, strong balance sheet and cash flows and an eighty ninth year of uninterrupted dividends. In 2020, all three businesses across our strategic value chain posted profitable growth, showing the strength of the modern ADM portfolio. Our Ag Services and Oilseeds business set multiple production and profit records. And the team accelerated its work on new digital technologies like our Grainbridge and Covantis joint ventures and differentiated products and services that add shared value for growers, customers, and ADM.

Our carbohydrate solutions colleagues continued to strengthen their business by improving their plants and product mix, quickly adjusting production to meet growing customer needs for retail, industrial starches and USP grade alcohol for hand sanitizers. Our team also did a great job safely idling our Columbus and Cedar Rapids ethanol plants and we restarted those plants over the past few weeks to meet growing demand. Nutrition strong momentum continued growing full year profit by an impressive 37% over 2019. And our nutrition team continued to partner with customers to bring new products and solutions to market, including our award winning probiotics like BPL1 and our textured pea protein, while also expanding through the launch of Plant plus Foods, our joint venture with Marfrig in the rapidly growing alternative proteins landscape. We accelerated innovation by partnering and supporting companies that are making nutritious proteins out of air, spiders silk out of corn, and animal nutrition out of insects.

We could not have done all of this in 2020 if it wasn't for our efforts to transform ADM over the last several years. We built a strong foundation and we're using that to power more growth and success in the years to come. We are seeing strong and growing global demand including continued growth in the three major global trend areas in which we have established leadership positions, global food security, health and well-being, and sustainability. Global food security was obviously at the top of many people's minds last year. I'm proud of the role ADM played in keeping food flowing around the world, but we're not done.

We are committed to continuing to supply nutrition as the global population grows to over 10,000,000,000 people by 02/1950. The second trend, health and well-being, is one we believe will continue to accelerate as consumers become more mindful of their overall physical and mental health and what they can do to make their bodies as healthy as possible. We are continuing to dramatically expand our portfolio of pro, pre, and postbiotics and other functional products that answer these needs. Last year, for example, we announced the construction of a new state of the art production facility in Spain that will significantly enhance our leadership position in this important and growing space. Finally, we are focused on sustainability across our value chain.

From our work with farmers to implement regenerative agricultural practices to our policy to protect forests, biodiversity, and communities to our Strive 35 plan to reduce greenhouse gas emissions, water, and energy waste by 2035 to our industry leading product portfolio of bio based foods and materials, we are fully committed to tangible progress and see exciting growth opportunities ahead. The culture and values of our organization took center stage throughout this turbulent year. Where communities around us were distressed, our global colleagues delivered on our purpose by giving back with their time, talents, and hearts. Through our ADM Cares program, we provided 400,000,000 meals in 2020 to those in need and donated nearly $2,000,000 to COVID-nineteen relief efforts around the world. We also focused our energy engaging our colleagues in the ongoing journey towards our diversity, equity, and inclusion goals.

We made important progress by achieving 27% gender parity across our senior leadership with renewed energy to meet our goal of gender parity by 02/1930. And perhaps most critically, we spend time listening to diverse experiences and perspectives across all levels, geographies, and backgrounds committing to be stronger allies for all. We are now moving into the next phase of our strategic transformation by focusing our efforts and resources on two key strategic pillars, productivity and innovation. Our productivity pillar encompasses our efforts to harness innovative technologies and process improvements like our one ADM business transformation and our center of excellence model to continue to deliver outstanding execution at lower costs. Our innovation pillar includes all of our work to power profitable growth such as exciting growth portfolios like alternative proteins and microbiome solutions, the ability to diversify our portfolio of products to meet customer driven trends, the development of digital platforms to differentiate our products and services, and our expanding science and technology ecosystem in microbial solutions.

I'll be speaking more about the pillars of productivity and innovation and our evolving strategy in the months to come. But when I look back at 2020 and ahead towards 2021 and beyond, I see a company that is delivering on its responsibilities to employees, its promise to customers, its commitment to shareholders, and its noble purpose. We performed well in 2020 and the 2021 has showcased continued strong momentum with an outlook for another record breaking year for our global business. Most importantly, we are positioned to deliver continued sustainable earnings and returns growth in the coming years. I'd like to thank our colleagues, our management team and of course our shareholders.

Thanks to all of you. Our future is promising and we are continuing to accelerate our growth journey. And now, I will pause to address any appropriate questions that have been submitted by stockholders through the web portal. If you have any questions that you haven't already submitted through the web portal, please feel free to do so now. I will remind you that as described in the meeting guidelines, we ask that you limit yourself to one question or comment per stockholder and one topic per question.

Sam, do we have any questions?

Speaker 1

We do have a couple of questions, Juan. The first is that you mentioned sustainability investments in your remarks being made to align customer needs and help drive future growth. Could you expand on those?

Speaker 2

Yes. Thank you. Thank you, Camus. Thank you for the question. This is one of my favorite subjects.

As you know, over the last few years, we have aligned our portfolio to these three main trends, food security, health and well-being and sustainability. And we have seen that those trends are very powerful ones and they are certainly resonating with our shareholders and with our customers. We see exciting opportunities coming from sustainability across many aspects of our business actually spanning the whole value chain. So we see interest regenerative practices on the farm to all the way to traceability of crops. I think customers are more interested in finding the origin of the grains that they are consuming and we see a growing segment for that all the way to traceability of crops.

We also see opportunities in more efficient transportation, processing and production, and also production of climate friendly nutrition and biomaterials. We have had a lot of requests from customers that are making today materials from products derived from gas or crude oil that they want to make it out of renewable materials and we become a good source of providing that at a scale that is what they need. So we think that we have an opportunity to create significant differentiation and competitive advantage because we operate across the entire value chain.

Speaker 1

We have a couple of questions on innovation. One question notes our focus in areas like alternative proteins and probiotics and asks what other areas we might see innovation. Another just says, can you give us some examples of product innovation in the last year?

Speaker 2

Yes. So as I mentioned earlier, we have aligned our company and our efforts with three macro trends, food security, health and well-being, and sustainability. So we continue to evolve ADM's capabilities to meet the needs of our customers and the consumer. In some cases this is about ensuring that the right nutrition gets to the part of the world in need. In others, we are expanding upon the decades of experience we have in plant based proteins to meet the surge of demand and customer expectations around innovative new formulations

I think we introduced the veggie burger like in 1982, so we have more than forty years of experience in this area. Our work on the human and animal microbiome has led also to award winning innovation that truly connect to the increased focus on health. And we're also differentiating and diversifying our product portfolio in both food and biomaterials to meet the growing interest in sustainable solutions. We have starches that they are used to recycle cardboard boxes, so much use now with e commerce. We have other products to replace dangerous chemicals.

And we continue to partner with amazing startups that think about future trends and waves of innovation like what I described before where with air protein they are making protein out of air or whether it's a fiber that makes a spider web kind of materials out of corn or InnovaFeed that is also producing insects to feed animals. So the whole array of innovations and technologies that are bringing the ADM to the new times.

Speaker 1

We have a question about Decatur, our North American headquarters. I've recently read about some investments in the North American headquarters in Decatur. Can you share more about this?

Speaker 2

Yeah. Very good question. So, listen, Decatur remains the heart of our US operations, and we have nearly 4,000 colleagues that live and work there. And we have some of the world's leading talent, science and technology and production capabilities in this community. So it's certainly a platform for growth.

Those unique capabilities and assets are again catalysts for future investments and provide ADM with a significant competitive advantage. And so we have seen that by as we've been approached by many companies that want to leverage on these advantages to propose themselves into new markets. So we've seen recent announcements that include a partnership with InnovaFit that's going to co locate the plant next to our plant. And we've seen recently a consideration to extend our successful carbon sequestration efforts indicator for one of the world's first zero emissions power plants that's going to be built soon. So excited about the prospects for the town and the community.

Speaker 1

Juan, we have one final question. It's from the Carpenter Pension Funds and they say that they hold 320,000 of our shares. They're long term investors and they believe that our executive compensation plan should be designed to drive the successful execution of long term strategic business plan. It says that they believe that today's plans are largely formulaic and that say on pay reinforces homogeneity. It then gets cut off, but I would just ask you to comment on your on the Board's philosophy for compensating our executives.

Speaker 2

Yeah. Actually, we tend to agree philosophically. I think that we try to align our compensation of our executives with the long term value creation of the firm. So I don't think we have a disagreement with that. We have to create some formulas to bring the rationale for which we make those decisions.

So our executive comp is heavily weighted towards long term and equity incentives. That's what they express it. The full 70% of total compensation is in equity, which is a long term incentive. The performance focus rewards our leaders for driving metrics that drive shareholder value creation, whether it's EBITDA, ROIC and TSR. So these metrics are aligned with long term value creation.

So I think that we are not in disagreement with your comment. Thank

Speaker 1

you. Thank you very much. There are no further questions.

Speaker 2

Okay. Thank you, Cam. So in conclusion, I would like once again to thank our stockholders for the vote of confidence you have given to the Board of Directors and management of the company. And I would like to personally thank our directors for the guidance and expertise they have offered throughout the past year. Thank you so much for joining us today.

Operator, please close the webcast.

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