Good morning, welcome to ADM's 103rd annual meeting of stockholders. My name is Regina Jones, and I am ADM's Senior Vice President, Chief Legal Officer, and Corporate Secretary, and I will act as secretary of this meeting. The rules and procedures for this meeting can be viewed in a link on the web portal. We ask for your cooperation in adhering to these procedures so that we may have a productive and efficient meeting. I now call the meeting to order. The notice and proxy statement were made available on March 26th, 2026 to all stockholders of record as of March 13th, 2026, the record date for this meeting. The total number of shares of common stock outstanding on the record date and entitled to vote was 481,895,100.
If you have previously voted by proxy, you do not need to do anything else at this time. If you have not voted and would like to do so or if you wish to change your vote, you may do so by selecting the voting button on the web portal and following the instructions. 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 Terrell Crews, Juan Luciano, and Patrick 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 elections will tabulate all votes, and I will announce the results before the end of this meeting.
The annual report on Form 10-K for the year ended December 31st, 2025 has been made available to all stockholders. I'd now like to introduce Juan Luciano, Chair of the Board, President, and Chief Executive Officer. Juan.
Good morning. We will start today with the proposal for the election of directors. The board of directors has set the size of the board at 13 directors and has put forward the following 13 nominees to hold office until their successors are duly elected and qualified: Mike Burke, Ted Colbert, Jim Collins, Terry Crews, Ellen de Brabander, Suzan Harrison, myself, Juan Luciano, David McAtee, Michael McMurray, Pat Moore, Debra Sandler, Lei Zhang Schlitz, and Kelvin Westbrook. 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 13 nominees. 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. Next is the proposal on the ratification of the Audit Committee's appointment of Ernst & Young as an independent auditor for 2026. Ernst & Young's representatives, Leon Hoffman and Tony Speno, are present and available to answer any appropriate stockholder questions. The board recommends a vote for the ratification of the appointment of Ernst & Young. The next proposal is the approval of an amendment to the 2020 Incentive Compensation Plan.
The board recommends a vote for the approval of the amendment to the 2020 Incentive Compensation Plan. The next proposal submitted by As You Sow on behalf of Mr. John Chevedden asks that the company issue a report at reasonable expense and omitting proprietary information disclosing if and how the company can incorporate pesticide use data in its Regen Ag program disclosures. Ms. Dendas will now present the proposal. Please limit your remarks to three minutes. Operator, please open the line for Ms. Dendas.
Good morning, Mr. Luciano and members of the board. My name is Cailin Dendas. I lead the Environmental Health Program at As You Sow. Thank you so much for the opportunity to present Proposal 5 on behalf of John Chevedden. This proposal asks ADM to disclose pesticide use data from its regenerative agriculture program to inform shareholders of the program's success. Pesticide use degrades soil health, the cornerstone of natural capital. The failure to regenerate healthy soils by reducing pesticide use may cause significant harm to farm and supply chain resilience, in turn increasing commodity prices and raising long-term viability concerns for our company. Pesticides also harm the health of farmworkers and fenceline communities, with a new study linking pesticide use to the increasing rates of childhood brain cancer and leukemia.
Similarly, biodiversity, pollinator health, and air and water quality all suffer as a result of pesticide use. ADM defines regenerative agriculture as an outcome-based farming approach that protects and improves soil health. However, the company does not require its regenerative growers to reduce or eliminate their use of pesticides, a critical element of regenerative agriculture. In its proxy, the board claims that requiring farmers to track pesticide use adds cost and complexity with no benefit to the farmer. However, pesticide tracking would add little to no cost or complexity, as ADM is already tracking pesticide use on what appears to be a significant portion of its enrolled farms using the Gradable platform. Furthermore, farmers are already required by federal law to keep records on their use of restricted pesticides.
This proposal does not ask ADM to build a new measurement infrastructure, but rather that the company disclose the pesticide data it already collects from its regenerative growers to report on its success at achieving soil health regeneration, the primary goal of regenerative agriculture. Additionally, as a major global food supplier, ADM's inadequate reporting not only undermines the credibility of its own regenerative agriculture claims but also risks misleading the broader marketplace and compromising the accuracy of other companies' disclosures. Our food system is at an important crossroads, with the vast majority of consumers demanding food that is safe and healthy for humans and the environment. It is essential that ADM disclose the pesticide data requested above to inform its shareholders on whether and how it is addressing related risks. We urge a yes vote on this resolution. Thank you.
Operator, please close the line for Ms. Dendas. The board of directors recommends voting against this proposal. As stated in the proxy, we believe the proposal is not in the best interests of ADM and its stockholders. Thank you. Regina, I turn it back to you.
No other proposals have been submitted for action by the stockholders at this meeting. Accordingly, this will be the last call for voting. Any stockholder who hasn't yet voted or wishes to change their vote may do so by selecting the voting button on the web portal and following the instructions. 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 the votes. Now the preliminary results of the balloting. All of the directors were elected with a substantial majority of the votes cast. Named Executive Officer compensation was approved on an advisory basis. The appointment of Ernst & Young was ratified.
The amendment to the 2020 Incentive Compensation Plan was approved. The stockholder proposal regarding issuance of a report on pesticide use data reporting in regenerative agriculture program disclosures 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 agenda. The final vote totals will be certified by the Inspector of Election. The inspector's report will be filed with the records of the meeting. The final vote totals will also be reported on a Form 8-K filed with SEC. If there is no further business, I declare the meeting adjourned. We will now move to concluding remarks. Please note that stockholders may submit questions via the web portal. Our Chair of the Board and CEO, Juan Luciano, will answer properly submitted questions at the conclusion of his remarks.
We will begin with those questions that were submitted in advance of the meeting. We may group, summarize, and answer questions together. If a question is more practical to answer in writing, we may elect to answer it on our investor relations website, adm.com. Furthermore, if we do not have time to answer all appropriate questions that have been submitted, we expect to post any additional questions and our answers on our investor relations website promptly following the meeting. You can refer to the rules and procedures for this meeting for more information on the company's handling of questions. Now I'd like to turn the floor back over to Juan. Juan.
Thank you, Regina. Good morning, and thank you for joining us. On behalf of our board of directors and the entire ADM team, thank you for your continued trust, your investment, and your engagement with our company. 2025 was a year defined by complexity. We operated in a shifting geopolitical and trade environment with ample global grain and oil seed supplies, uncertainty in biofuels policy, quickly evolving consumer behavior, and constrained export flows to key markets like China. These are not conditions we control. What defines ADM is how we both adjust to conditions and focus on what we can control: disciplined execution, cost and cash management, portfolio simplification, and targeted growth investments. That focus allows us to perform across cycles and continue delivering for shareholders.
Despite external pressures, ADM delivered $3.2 billion in segment operating profit and solid cash flow while maintaining a strong balance sheet. We also extended one of the most consistent records in our industry, 53 consecutive years of dividend increases and more than nine decades of uninterrupted dividends. That consistency reflects a business model built on the strength of our global asset base, the diversity of customers and end markets we serve, and a team of colleagues around the world that strives for execution excellence at all times. Even in a challenging environment, we made meaningful progress. We delivered approximately $200 million in cost savings, keeping us on track toward our multi-year target. We improved plant efficiency and restored operations at our Decatur East facility, and we advanced portfolio optimization, completing more than 20 simplification actions, including our animal nutrition joint venture with Alltech.
We continued to invest in the future. We reached a major decarbonization milestone by connecting our Columbus, Nebraska facility to carbon capture infrastructure, now the largest bioethanol CCS project globally. We also expanded partnerships with more than 28,000 farmers to advance regen agriculture and strengthen supply chain resilience. The actions we took in 2025 were not just about navigating the year, they were about positioning ADM for the next phase of value creation. We are building a more focused, more agile portfolio while investing in growth platforms. As a quick overview of these platforms, Advanced Nutrition is developing innovative solutions to support customer demand for natural ingredients, colors and flavors, as well as healthier products that deliver on appearance, texture and taste.
Functional Health continues to build on our leadership in digestive and metabolic health and immune support with a growing pipeline of solutions targeting stress, mood and sleep. Biosolutions is unlocking new markets for our existing products, essentially doing more with what we already produce. One example is a starch-based component we developed for fabric softeners, which won the Best Innovation Contributor Award by Henkel Consumer Brands. Precision Fermentation is enhancing the efficiency and scalability of our existing fermentation assets based on advanced technology. We are expanding our portfolio of cleaner, simpler and more sustainable solutions. This includes innovations like fermentation-developed protein for pet food and a novel enzyme with widespread functionality in dairy applications. Decarbonization is leveraging our existing carbon capture and storage footprint to serve customers with high-purity CO2 needs, to expand renewable natural gas operations, and to advance the conversion of ethanol into sustainable aviation fuel.
These platforms provide value creation opportunities that leverage our core businesses and provide meaningful expansion into new markets for years to come. From an external recognition standpoint, we are proud to have been named again as one of Fortune's Most Admired Companies and as a leader in innovation, sustainability, culture and ethical business operations by third parties such as Business Intelligence Group, The Wall Street Journal, Newsweek and Ethisphere. As we look ahead, our priorities are clear. We are sharpening how we operate across regions, ensuring alignment with local market dynamics and policy environments. We're driving margin improvements through productivity, asset optimization and innovation on our growth agenda. We are reinforcing a culture of accountability, rigor and adaptability, because in a dynamic environment, culture is a competitive advantage.
Looking ahead, we anticipate stronger visibility into supply and demand, including greater clarity in biofuels policy and improving trade flows, while we still have to monitor evolving market conditions relating to geopolitical conflict and consumer dynamics. We believe the agility to perform through volatility, the focus on what we can control, and the clarity to invest for long-term growth positions ADM well to capture opportunities going forward. In closing, I want to thank our shareholders for their dedication. Sorry. I want to thank our colleagues for their dedication, our board for the guidance, and you, our shareholders, for your continued trust. As we approach our 125th anniversary in 2027, we are focused on delivering the next phase of ADM's growth and value creation. Thank you.
I ask the operator to close the question submission portal. We will now address appropriate questions that have been submitted by stockholders through the web portal. Our first question, a question regarding the background and experiences of our directors. Specifically, do we have any board members with farming experience?
I know at least of two directors that have experience as farm and ranch owner operators, and this provides valuable insight into our customer base and supply chain. More broadly, board composition is something we evaluate very deliberately. Our goal is to ensure that the right mix of skills and experience aligns to ADM strategy. First, we think about relevant expertise. We bring in leaders with backgrounds connect directly to our business. Just a few examples, Jim Collins offer deep agriculture and innovation experience. Ted Colbert brings technology and cybersecurity expertise. Debra Sandler adds consumer brand and health and wellness insight as we grow our nutrition business. Michael McMurray contributes strong financial and capital allocation experience. Second point we look is for balance.
Our board reflects a range of industries and perspectives, along with a mix of tenures that combine both fresh thinking and deep institutional knowledge. Third, we look at governance and judgment, and we look for individuals with integrity and the ability to provide effective oversight. Together, this ensures a board that is well-positioned to support strategy and long-term value creation.
Thank you for that insight, Juan. Second question: How is ADM using AI across its business?
AI and automation are, of course, important capabilities at ADM. We are employing them in a practical and returns-driven way. We think about AI, data, and automation working together across our operations. First, in plants and supply chain, we use advanced analytics and automation to improve efficiency, predict maintenance needs, and optimize throughput. This help us both run our assets more reliably and lower our costs. Second, I would say in innovation. We're using AI to accelerate development in nutrition and health, identifying new functional ingredients, while also applying Regen Ag AI in areas like flavor and formulation. Third, I would say in decision-making. We are embedding these tools into forecasting and customer insights, enabling faster and more informed decisions across ADM. I would say AI is not a standalone initiative.
It supports operational excellence, innovation, and growth. We're also making sure we deploy it responsibly with appropriate governance and board oversight. Overall, I think that, like for many companies, these capabilities are helping us become more efficient, agile, and competitive.
Thank you. Juan, we have one additional question.
Okay.
Why have we decided to change the location of where we perform certain tax accounting work?
Yeah. Thank you for the question. As part of our ongoing efforts to strengthen ADM's competitiveness, we regularly have to evaluate how work is structured and where it is performed across the organization. This includes functions like tax, but reflect a broader enterprise approach to aligning work with the right capabilities, technology, and resources globally. By doing this, we can, of course, improve efficiency, enhance consistency, and best support the needs of the business. At the same time, we maintain strong governance, compliance, and risk management standards. These decisions, of course, are made carefully to ensure we continue to meet regulatory requirements and deliver high-quality outcomes while understanding the impact these decisions have on our people, of course. This is ultimately about building a more efficient and agile organization while maintaining the controls and discipline our stakeholders expect.
Thank you.
There are no more questions. In conclusion, I once again like to thank our stockholders for your continued confidence and support for our board of directors, our management, and our global team. Thank you as well to our directors for their continued guidance, expertise, and leadership. Thanks to everyone who joined us today. Operator, please close the webcast.
That concludes our meeting today. You may now disconnect.