Archer-Daniels-Midland Company (ADM)
NYSE: ADM · Real-Time Price · USD
86.72
-0.19 (-0.22%)
At close: Sep 11, 2026, 4:00 PM EDT
87.11
+0.39 (0.45%)
After-hours: Sep 11, 2026, 7:56 PM EDT
← View all transcripts

AGM 2021

May 6, 2021

Cameron Findlay
Senior VP, General Counsel, and Secretary, ADM

Cameron Findlay, Senior Vice President, General Counsel, and Secretary of ADM. Welcome to ADM's 98th annual meeting of the stockholders, which we're holding online again this year due to the ongoing threat posed by COVID-19. 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 March 26th, 2021, to all stockholders of record as of March 15th, 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 Felsinger, 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 results. The annual report on Form 10-K for the year ended December 31st, 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?

Juan Luciano
Chairman, President, and CEO, ADM

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 shall hold office until their successors are duly elected and qualified. Mike Burke, Ted Colbert, who will be new to our Board. Welcome, Ted. Terry Crews, who serves as Chair of the Audit Committee. Pierre Dufour. Don Felsinger, who serves as our independent Lead Director. Suzan 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, Debra Sandler, Lei Schlitz, and Kelvin Westbrook, who serves as Chair of the Compensation and 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. I therefore 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 & Young as an independent auditor for 2021. Ernst & Young's representatives, Nick Frans and Mary Rzematowski, are present and available to answer any appropriate stockholder questions. The Board recommends a vote for the ratification of the appointment of Ernst & 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 Chevedden, asks that the Board make changes to ADM's proxy access bylaw. Mr. Chevedden will now present the proposal. Please limit your remarks to five minutes. Operator, please open the line for Mr. Chevedden.

John Chevedden
Shareholder, ADM

Hello, this is John Chevedden. Can you hear me okay?

Juan Luciano
Chairman, President, and CEO, ADM

Yes, sir. Good morning.

John Chevedden
Shareholder, ADM

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 going to be opened at some point during the meeting. It's somewhat hidden. You have to look in the bottom right corner to see the Q&A note and then click on that. I'll go on with the introduction of the shareholder proposal. This is Proposal Four, improve our Catch-22 proxy access. Shares 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 owned 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 billion 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 billion of our stock compared to 50 shareholders submitting proof of owning $1 billion of our stock. 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 costs, because the mere presence of good governance serves as a guardrail to make sure that management elects the best directors on their own. 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 wavers from its commitment, shareholders will give them an early alert wake-up call, which is better than the Board getting a 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 2,500 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 2,500 years. This is way out of balance as far as shareholders are concerned. Plus, a proxy access candidate then has the formidable challenge of getting more votes than at least one established director. This would require impressive shareholder support over an incumbent director and would be a clear indication that an incumbent director needed to be replaced. Please vote yes. Improve 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.

Juan Luciano
Chairman, President, and CEO, ADM

Thank you, Mr. John Chevedden. Operator, please close the line for Mr. John Chevedden. 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. ADM'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 whose interests are aligned with the company, to affect the company's destiny. Thank you. Cam, I turn it back to you now.

Cameron Findlay
Senior VP, General Counsel, and Secretary, ADM

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 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 of the ballot. All of the directors were elected with a substantial majority of votes cast. The appointment of Ernst & Young was ratified. The advisory vote on executive compensation was adopted. The shareholder proposal to change ADM'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, adm.com, in the coming days.

Now I'd like to turn the floor back to Juan.

Juan Luciano
Chairman, President, and CEO, ADM

Thank you, Cam. 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 focused 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-19 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. 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 2019, strong balance sheet and cash flows, and an 89th 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.

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's strong momentum continued, growing full-year profit by an impressive 37% over 2019.

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 PlantPlus 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, spider 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 am proud of the role ADM played in keeping food flowing around the world. We're not done. We are committed to continuing to supply nutrition as the global population grows to over 10 billion people by 2050. 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. 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 million meals in 2020 to those in need and donated nearly $2 million to COVID-19 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 2030. Perhaps most critically, we spent 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 1 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. 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, the first quarter of 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. Now, I will pause to address any appropriate questions that have been submitted by stakeholders 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 stakeholder and one topic per question.

Cam, do we have any questions?

Cameron Findlay
Senior VP, General Counsel, and Secretary, ADM

We do have a couple 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?

Juan Luciano
Chairman, President, and CEO, ADM

Thank you. Thank you, Cameron. 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. 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. We see interest in regenerative practices on the farm 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 the 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 the scale that is what they need. We think that we have an opportunity to create significant differentiation and competitive advantage because we operate across the entire value chain.

Cameron Findlay
Senior VP, General Counsel, and Secretary, ADM

Juan, 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?

Juan Luciano
Chairman, President, and CEO, ADM

Yes. As I mentioned earlier, we have aligned our company and our efforts with the three macro trends: food security, health and wellbeing, and sustainability. 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 parts 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 and systems. I think we introduced the veggie burger, like, in 1982. We have more than 40 years of experience in this area. Our work on the human and animal microbiome has led also to award-winning innovation that truly connects to the increased focus on health.

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. We continue to partner with amazing startups that think about future trends and ways 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 spider web kind of materials out of corn, or InnovaFeed, that is also producing insects to feed animals. A whole array of innovations and technologies that are bringing ADM to the new times.

Cameron Findlay
Senior VP, General Counsel, and Secretary, ADM

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?

Juan Luciano
Chairman, President, and CEO, ADM

Yeah, pretty good question. Listen, Decatur remains the heart of our U.S. operations, and we have nearly 4,000 colleagues that live and work there. 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. We have seen that as we've been approached by many companies that want to leverage on these advantages to propose themselves into new markets. We've seen recent announcements that include a partnership with InnovaFeed that's going to co-locate their plant next to our plant. We've seen recently a consideration to extend our successful carbon sequestration efforts in Decatur for one of the world's first zero emissions power plants that's going to be built soon.

Excited about the prospects for the town and the community.

Cameron Findlay
Senior VP, General Counsel, and Secretary, ADM

Juan, we have one final question. It's from the Carpenter Pension Funds, and they say that they hold 320,000 of our shares.

Juan Luciano
Chairman, President, and CEO, ADM

Okay.

Cameron Findlay
Senior VP, General Counsel, and Secretary, ADM

They're long-term investors, and they believe that our executive compensation plan should be designed to drive the successful execution of our long-term strategic business plan. It says that they believe that today's plans are largely formulaic, and its pay reinforces homogeneity. It then gets cut off, but I would just ask you to comment on the Board's philosophy for compensating our executives.

Juan Luciano
Chairman, President, and CEO, ADM

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. 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. Our executive comp is heavily weighted towards long-term and equity incentives. That's the way 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. These metrics are aligned with long-term value creation. I think that we are not in disagreement with your comment. Thank you.

Cameron Findlay
Senior VP, General Counsel, and Secretary, ADM

Thank you very much. There are no further questions.

Juan Luciano
Chairman, President, and CEO, ADM

Okay. Thank you, Cam. 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. 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.