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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)       May 7, 2026 

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ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of registrant as specified in its charter)

Delaware1-4441-0129150
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
77 West Wacker Drive, Suite 4600 
Chicago,Illinois 60601
(Address of principal executive offices) (Zip Code)
   
Registrant’s telephone number, including area code: (312) 634-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueADMNYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported below in Item 5.07, on May 7, 2026, the stockholders of Archer-Daniels-Midland Company (the “Company”) approved the amendment to the 2020 Incentive Compensation Plan (the “2020 IC Plan”), which increased the number of shares available for issuance pursuant to awards under the plan by an additional 9,000,000 shares.

A description of the 2020 IC Plan was included in the Company’s proxy statement for its annual meeting of stockholders filed with the Commission on March 26, 2026, and a copy of the 2020 IC Plan, as amended, was included as Annex B thereto and is incorporated by reference herein.

Item 5.07      Submission of Matters to a Vote of Security Holders.

On May 7, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The following proposals were voted on at the meeting with the following final voting results:

Proposal No. 1. All nominees for election to the Board of Directors listed in the proxy statement for the Annual Meeting were elected as follows:
Nominee
For
Against
Abstain
Broker Non-Votes
M.S. Burke
382,722,238
8,803,733
619,065
45,504,618
T. Colbert
387,530,708
3,976,457
637,871
45,504,618
J.C. Collins, Jr.
387,508,247
3,997,730
639,059
45,504,618
T.K. Crews
383,579,378
7,938,306
627,352
45,504,618
E. de Brabander
386,369,162
4,919,716
856,158
45,504,618
S.F. Harrison
385,684,616
5,821,439
638,981
45,504,618
J.R. Luciano
375,603,213
15,943,803
598,020
45,504,618
D.R. McAtee II
387,707,812
3,777,173
660,051
45,504,618
M.C. McMurray
386,083,554
5,421,187
640,295
45,504,618
P.J. Moore
375,269,351
16,250,861
624,824
45,504,618
D.A. Sandler
379,037,815
12,484,213
623,008
45,504,618
L.Z. Schlitz
387,515,946
3,994,109
634,981
45,504,618
K.R. Westbrook
376,347,814
15,155,065
642,157
45,504,618

Proposal No. 2. The compensation of the Company’s named executive officers was approved, on an advisory basis, by the following votes:
For
Against
Abstain
Broker Non-Votes
377,036,214
13,692,455
1,416,367
45,504,618

Proposal No. 3. The appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026 was ratified by the following votes:
For
Against
Abstain
418,977,505
18,167,625
504,524

Proposal No. 4. The amendment to the 2020 IC Plan was approved by the following votes:
For
Against
Abstain
Broker Non-Votes
378,037,433
12,430,162
1,677,441
45,504,618




Proposal No. 5. The stockholder proposal regarding issuance of a report on pesticide use data reporting in regenerative agriculture program disclosures failed by the following votes:
For
Against
Abstain
Broker Non-Votes
34,414,743
354,197,019
3,533,274
45,504,618





SIGNATURES

 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ARCHER-DANIELS-MIDLAND COMPANY
Date:May 12, 2026By/s/ Regina B. Jones
Regina B. Jones
Senior Vice President, Chief Legal Officer, and Secretary