1、2024 Proxy Statement2023 Form 10-K 2024 Proxy Statement A Letter from the CEO Juan R.Luciano B O A R D C H A I R A N D C E O Dear Stockholders,ADM s 2023 performance continued to demonstrate the strength of our business fundamentals and the overall effectiveness of our strategy.Over the last decade,

2、we ve extended our value chain and broadened our portfolio of businesses,building a more resilient ADM that is able to deliver strong results even in challenging operating environments.In 2023,we delivered adjusted earnings per share of$6.98 and trailing 4Q average adjusted return on invested capita

3、l of 12.2%,all while returning$3.7 billion to shareholders via dividends and share repurchases.Throughout the year,our 42,000 colleagues around the globe continued to advance strategic initiatives that are serving our customers evolving needs,from launching regenerative agriculture in South America

4、and Europe,to commissioning our joint venture oilseed facility in North Dakota,to expanding our starch capacity to serve customer needs across food and industrial products.We also continue to drive a path to decarbonization that not only accelerates ADM s Strive 35 efforts,but also supports our cust

5、omers growing need for low-carbon solutions.Now,as we advance through 2024,we are focused on continuing to build a stronger ADM for the future,executing strategic initiatives that provide strong growth prospects while remaining firmly committed to our productivity efforts to drive efficiencies,cost

6、savings and cash generation.Safety is core to ADM s culture,but our track record for continuous progress suffered a setback in 2023.We remain committed to safety as our highest priority,and we are taking an array of aggressive actions to make sure our future performance returns to the positive traje

7、ctory we ve seen in the past.Part of building a better ADM is ensuring we take every measure to improve performance where needed,including simplification and optimization within our Nutrition business and a continued strong focus on our manufacturing footprint to ensure we are meeting customer needs

8、 effectively,efficiently,and,most of all,safely.Our purpose to unlock the power of nature to enrich the quality of life continues to drive our work and our path forward,and I know that ADM will continue to play its vital role,acting with the highest levels of integrity as we meet vital needs spannin

9、g food security,health and well-being and sustainability.Sincerely yours,Juan R.Luciano Board Chair,CEO and President “We are focused on continuing to build a stronger ADM for the future.”Juan Luciano 2023 in Review Adjusted Earnings Per Share$6.98Adjusted Segment Opera?ng Profit$6.2BTrailing 4Q Ave

10、rage Adjusted ROIC 12.2%Creating Value for Customers and Shareholders Raised quarterly dividend by 11%;51 consecutive years of dividend increases$3.7B returned to shareholders via dividends&share repurchases Announced up to$2B in additional share repurchases,including$1B in accelerated share repurch

11、ase program Opened Green Bison soybean facility Expanded regenerative agriculture initiatives globally Completed Marshall starch expansion The Letter and Financial Highlights above refer to non-GAAP,or“adjusted,”financial measures that exclude certain items from the comparable GAAP measure.For a rec

12、onciliation of these non-GAAP items to GAAP,please refer to Annex A to our proxy statement.A Letter from the Lead Director Terrell K.Crews L E A D D I R E C T O R Dear Shareholders,Serving as your Lead Independent Director is a great privilege,made possible by the trust you have instilled in the Boa

13、rd as stewards of your capital and of our company.My fellow directors and I recognize the important responsibility we have to you,and we appreciate your investment and belief in ADM as we continue working on your behalf.Continued Financial Execution I m pleased to report that despite a volatile mark

14、et environment,ADM delivered strong results in 2023,speaking to the resilience of ADM s business and its unparalleled global footprint and capabilities.To support our value creation efforts,the Board,in close coordination with management,remains laser-focused on our 2024 strategic priorities of driv

15、ing operational excellence across all segments,executing cost discipline and maintaining the highest standards of ethics and safety.Strong Corporate Governance ADM is governed by a highly engaged and diverse group of directors with deep expertise in and experience across areas critical to the compan

16、y s operation.Core to our success as a Board is our ability to effectively chart the overall trajectory of the company.We have added four new directors to the Board over the last five-year period to ensure we have the right mix of skills,experience and new perspectives to guide the company forward.T

17、hroughout 2023,we regularly engaged with management on critical areas such as strategic investments,returning value to shareholders,capital allocation,succession planning,safety and compliance.We are acutely aware of our responsibility as an independent governing body and remain committed to driving

18、 shareholder value with integrity and transparency.Earlier this year,ADM s Board acted decisively and transparently while conducting its Audit Committee-led investigation.Strong leadership practices and true director independence are important stalwarts of good governance.We take this responsibility

19、 seriously and are committed to demonstrating leadership and accountability in all aspects of our role.Looking Ahead We are grateful for our engagement meetings with shareholders,which always provide valuable feedback that continues to inform our Board priorities and governance practices.Looking ahe

20、ad,we remain confident that ADM is well positioned to deliver long-term value for our shareholders,customers and employees.Thank you for your investment and continued support.Sincerely yours,Terrell K.Crews Lead Director ARCHER-DANIELS-MIDLAND COMPANY 77 West Wacker Drive,Suite 4600,Chicago,Illinois

21、 60601 Notice of Annual Meeting To All Stockholders:NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Archer-Daniels-Midland Company,a Delaware corporation,will be held on Thursday,May 23,2024,commencing at 8:00 A.M.Central Daylight Time.The annual meeting will be a completely virtua

22、l meeting of stockholders.You may attend the online meeting,submit questions,and vote your shares electronically during the meeting via the internet by visiting enter the annual meeting,you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materia

23、ls.We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.Online check-in will start shortly before the meeting on May 23,2024.Date and Time Location Record Date Thursday,May 23,2024 8:00AM CDT Virtual Meeting Thursday,April 4,202

24、4 Items to Be Voted On At the annual meeting,you will be asked to consider and vote on the following matters:ITEM PAGE REFERENCE VOTING RECOMMENDATION 1.To elect directors to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified;8 FOR 2.T

25、o consider an advisory vote on the compensation of our named executive officers;33 FOR 3.To ratify the appointment of Ernst&Young LLP as independent auditors for the fiscal year ending December 31,2024;78 FOR 4.To consider and act upon a stockholder proposal regarding an independent board chairman;a

26、nd 82 AGAINST 5.To transact such other business as may properly come before the meeting.How to Vote Internet Call Mail Virtual Meeting Vote using your smartphone or computer Call the toll-free number listed on the proxy card Complete,sign and return your proxy card Vote online during the meeting By

27、Order of the Board of Directors REGINA B.JONES,CORPORATE SECRETARY April 10,2024 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 23,2024:THE 2024 PROXY STATEMENT AND 2023 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT We encourage our shareho

28、lders to enroll in voluntary e-delivery for future proxy materials.Electronic delivery is convenient and provides immediate access to these materials.This will help us save printing and mailing expenses and reduce our impact on the environment.Follow the simple instructions at .Table of Contents Pro

29、xy Summary.1 Governance Highlights 2 Voting Matters and Board Recommendations 3 Director Nominee Qualifications,Skills,and Experience 4 Director Nominee Diversity,Age,Tenure,and Independence 5 General Information About the Annual Meeting and Voting.6 Commonly Asked Questions and Answers about the An

30、nual Meeting 6 Proposal No.1Election of Directors for a One-Year Term.8 Director Nominees 9 Director Experiences,Qualifications,Attributes,and Skills;Board Diversity 20 Director Nominations from Stockholders 20 Corporate Governance.21 Board Leadership Structure 21 Board Role in Risk Oversight 22 Sus

31、tainability and Corporate Responsibility 23 Board Role in Overseeing Political Activities 25 Code of Conduct 26 Insider Trading Policy 26 Board,Committee,and Director Evaluations 27 Independence of Directors 27 Corporate Governance Guidelines 28 Independent Executive Sessions 28 Board Meetings and A

32、ttendance at Annual Meetings of Stockholders 28 Information Concerning Committees and Meetings 28 Stockholder Outreach and Engagement 30 Director Compensation 31 Director Stock Ownership Guidelines 32 Proposal No.2.33 Proposal No.2Advisory Vote on Executive Compensation 33 Compensation Discussion an

33、d Analysis.34 Executive Compensation.58 Summary Compensation Table 58 Grants of Plan-based Awards During Fiscal Year 2023 60 Outstanding Equity Awards at Fiscal Year 2023 Year-End 62 Option Exercises and Stock Vested During Fiscal Year 2023 63 Pension Benefits 64 Qualified Retirement Plan 64 Supplem

34、ental Retirement Plan 66 Nonqualified Deferred Compensation 66 Termination of Employment and Change in Control Arrangements 68 CEO Pay Ratio 70 Pay Versus Performance 71 Executive Stock Ownership.76 Executive Officer Stock Ownership 76 Equity Compensation Plan Information;Related Transactions.77 Equ

35、ity Compensation Plan Information at December 31,2023 77 Review and Approval of Certain Relationships and Related Transactions 77 Certain Relationships and Related Transactions 77 Proposal No.3.78 Proposal No.3Ratification of Appointment of Independent Registered Public Accounting Firm 78 Report of

36、the Audit Committee.80 Report of the Audit Committee 80 Proposal No.4.82 Proposal No.4Stockholder ProposalIndependent Board Chairman 82 Submission of Stockholder Proposals and Other Matters.86 Deadline for Submission of Stockholder Proposals 86 Stockholders with the Same Address 86 Receiving Future

37、Proxy Materials Electronically 86 Principal Holders of Voting Securities 87 Other Matters 87 ANNEX A.A-1 Definition and Reconciliation of Non-GAAP Measures A-1 Forward-Looking Statements This proxy statement contains“forward-looking statements”within the meaning of the Private Securities Litigation

38、Reform Act of 1995 that involve substantial risks and uncertainties.All statements,other than statements of historical fact included in this proxy statement,are forward-looking statements.These statements may include words such as“anticipate,”“estimate,”“expect,”“project,”“plan,”“intend,”“believe,”“

39、may,”“outlook,”“will,”“should,”“can have,”“likely,”and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.For example,all statements the Company makes relating to its future results and opera

40、tions,growth opportunities,pending litigation and investigations,and timing of the remediation of the Company s material weakness in the Company s internal control over financial reporting are forward-looking statements.All forward-looking statements are subject to significant risks,uncertainties,an

41、d changes in circumstances that could cause actual results and outcomes to differ materially from the forward-looking statements.These forward-looking statements are not guarantees of future performance and involve risks,assumptions,and uncertainties,including,without limitation,those that are descr

42、ibed in Item 1A,“Risk Factors”included in the Company s Annual Report on Form 10-K for the year ended December 31,2023,as may be updated in subsequent Quarterly Reports on Form 10-Q.Should one or more of these risks or uncertainties materialize,or should underlying assumptions prove incorrect,actual

43、 outcomes may vary materially from those indicated or anticipated by such forward-looking statements.Accordingly,you are cautioned not to place undue reliance on these forward-looking statements.Except to the extent required by law,Archer-Daniels-Midland Company does not undertake,and expressly disc

44、laims,any duty or obligation to update publicly any forward-looking statement whether as a result of new information,future events,changes in assumptions,or otherwise.Proxy Summary The following is a summary of certain key disclosures in this proxy statement.This is only a summary,and it may not con

45、tain all of the information that is important to you.For more complete information,please review this proxy statement in its entirety as well as our 2023 Annual Report on Form 10-K.As used in this proxy statement,“ADM”or the“Company”refers to Archer-Daniels-Midland Company.The information contained

46、on or any other website referred to in this proxy statement is provided for reference only and is not incorporated by reference into this proxy statement.General Information ANNUAL MEETING OF STOCKHOLDERS Date and Time Location Record Date Thursday,May 23,2024 8:00AM CDT Virtual Meeting Thursday,Apr

47、il 4,2024 Stock Symbol:ADM Exchange:NYSE Common Stock Outstanding:501,763,545 as of April 4,2024 Registrar&Transfer Agent:Hickory Point Bank and Trust,fsb State of Incorporation:Delaware Corporate Headquarters and Principal Executive Office:77 West Wacker Drive,Suite 4600,Chicago,Illinois 60601 Corp

48、orate Website: ITEMS TO BE VOTED ON PAGE REFERENCE VOTING RECOMMENDATION 1.Election of Directors for a One-Year Term 8 FOR 2.Advisory Vote on Executive Compensation 33 FOR 3.Ratification of Appointment of Independent Registered Public Accounting Firm(Ernst&Young LLP)78 FOR 4.Stockholder Proposal Ind

49、ependent Board Chairman 82 AGAINST Meet the Nominees Michael S.Burke Theodore Colbert James C.Collins,Jr.Terrell K.Crews Ellen de Brabander Suzan F.Harrison Juan R.Luciano Patrick J.Moore Debra A.Sandler Lei Z.Schlitz Kelvin R.Westbrook ADM Proxy Statement 2024|1 PROXY SUMMARY Governance Highlights

50、Executive Compensation CEO:Juan R.Luciano CEO 2023 Total Direct Compensation:Salary:$1,482,918 Non-Equity Incentive Plan Compensation:$3,609,611 Long-Term Incentives:$17,919,686 CEO Employment Agreement:No Change in Control Agreement:No Stock Ownership Guidelines:Yes Anti-Hedging Policy:Yes Compensa

51、tion Highlights Modest base salary changes for most NEOs:NEO salaries were increased 2%to 4%Earned incentives for NEOs on strong company performance:Earned annual incentive between 95.9%and 120.9%of target Earned LTI for long-term results:Earned awards were 100%of target Corporate Governance Directo

52、r Nominees:11 Michael S.Burke(Independent)Theodore Colbert(Independent)James C.Collins,Jr.(Independent)Terrell K.Crews(Independent)Ellen de Brabander(Independent)Suzan F.Harrison(Independent)Juan R.Luciano Patrick J.Moore(Independent)Debra A.Sandler(Independent)Lei Z.Schlitz(Independent)Kelvin R.Wes

53、tbrook(Independent)Director Term:One year Director Election Standard:Majority voting standard for uncontested elections Board Meetings in 2023:7 Board Committee Meetings in 2023:Audit 9 Compensation and Succession 4 Nominating and Corporate Governance 4 Sustainability and Corporate Responsibility 4

54、Supermajority Voting Requirements:No Stockholder Rights Plan:No Governance Highlights The Board of Directors plays a critical role as long-term stewards of ADM.The Board is committed to enhancing the success and value of our Company for its stockholders,as well as for other stakeholders such as empl

55、oyees,business partners,and communities.The Board recognizes the importance of good corporate governance and understands that transparent disclosure of its governance practices helps stockholders assess the quality of our Company and its management and the value of their investment decisions.ADM s c

56、orporate governance practices are intended to ensure independence,transparency,management accountability,effective decision making,and appropriate monitoring of compliance and performance.We believe that these strong corporate governance practices,together with our enduring corporate values and ethi

57、cs,are critical to providing lasting value to the stockholders of our Company.We use majority voting for uncontested director elections and plurality voting for contested director elections.10 of 11 of our director nominees are independent and only independent directors serve on the Audit,Compensati

58、on and Succession,Nominating and Corporate Governance,and Sustainability and Corporate Responsibility Committees.We have an independent Lead Director,selected by the independent directors.The Lead Director provides the Board with independent leadership,facilitates the Board s independence from manag

59、ement,and has broad powers as described on page 21.Our independent directors meet in executive session at each regular board meeting.We have policies prohibiting directors and officers from trading in derivative securities of our Company and from pledging any Company stock.Significant stock ownershi

60、p requirements are in place for directors and executive officers.The Board and each standing committee annually conduct evaluations of their performance.Directors annually evaluate each other,and these evaluations are used to assess future re-nominations to the Board.Individuals cannot stand for ele

61、ction as a director once they reach age 75,and our Corporate Governance Guidelines set limits on the number of public company boards on which a director can serve.Holders of 10%or more of our common stock have the ability to call a special meeting of stockholders.Our bylaws include a proxy access pr

62、ovision under which a stockholder or group of up to 20 stockholders that has owned at least 3%of our common stock for at least 3 years may submit nominees for up to 20%of the board seats for inclusion in our proxy statement.Our Sustainability and Corporate Responsibility Committee provides Board-lev

63、el oversight of environmental,corporate social responsibility,diversity,safety,and sustainability matters.We have been named as one of the“World s Most Ethical Companies”by Ethisphere for five years running.2|ADM Proxy Statement 2024 PROXY SUMMARY Voting Matters and Board Recommendations Voting Matt

64、ers and Board Recommendations Proposal Board Voting Recommendation Page Reference Proposal No.1Election of Directors for a One-Year Term FOR 8 Proposal No.2Advisory Vote on Executive Compensation FOR 33 Proposal No.3Ratification of Appointment of Independent Registered Public Accounting Firm(Ernst&Y

65、oung LLP)FOR 78 Proposal No.4Stockholder Proposal Independent Board Chairman AGAINST 82 ADM Proxy Statement 2024|3 PROXY SUMMARY Director Nominee Qualifications,Skills,and Experience Director Nominee Qualifications,Skills,and Experience The following chart provides summary information about each of

66、our director nominees qualifications,skills,and experience.More detailed information is provided in each director nominee s biography beginning on page 9.M.S.Burke T.Colbert J.C.Collins,Jr.T.K.Crews E.deBrabander S.F.Harrison J.R.Luciano P.J.Moore D.A.Sandler L.Z.Schlitz K.R.Westbrook CEO Leadership

67、 CEO experience at a large public company.Finance/Accounting Experience in positions requiring financial knowledge and analysis or overseeing internal controls and reporting of public company financial and operating results,including as chief financial officer and/or in accounting,corporate finance,

68、or treasury functions.International Business Experience working outside the U.S.or overseeing a global business.Agriculture/Food/Retail Consumer Experience in agriculture,food,or retail consumer businesses or industries.M&A Experience implementing growth strategies,establishing partnerships,identify

69、ing opportunities,and analyzing cultural and strategic fit in connection with mergers,acquisitions,divestitures,and other strategic transactions.Risk Management Experience assessing and reviewing material risk exposures and the measures to manage and mitigate material risks,including in the areas of

70、 operations,health and safety,climate change,cybersecurity,and regulatory.Sustainability/Environmental/Social Experience overseeing environmental impact,corporate social responsibility,or sustainability strategies or initiatives.Sales/Marketing Experience involving branding,marketing,and sales at a

71、global scale and in key markets.Project Management Experience overseeing or managing large or complex projects,including in the areas of manufacturing,supply chain,logistics,engineering,construction,and M&A integration.Food Science/R&D Experience in scientific or research roles,particularly in agric

72、ultural or food science.Information Technology/Cybersecurity Experience in positions requiring information technology knowledge or overseeing information technology functions,including data management and cybersecurity.Four of our director nominees(Messrs.Crews,Moore,and Westbrook and Ms.Harrison)ha

73、ve earned recognition as part of the NACD Directorship 100 from the National Association of Corporate Directors(NACD),a leading independent not-for-profit organization dedicated to enhancing corporate governance to drive economic opportunity and positive change in business and the communities they s

74、erve.The annual NACD Directorship 100 celebrates and recognizes the most influential directors and leaders in the corporate governance community who have demonstrated excellence in the boardroom through innovation,courage,and integrity.4|ADM Proxy Statement 2024 PROXY SUMMARY Director Nominee Divers

75、ity,Age,Tenure,and Independence Director Nominee Diversity,Age,Tenure,and Independence The following charts provide information about our director nominees personal characteristics,including race/ethnicity,gender,and age,as well as tenure and independence,to illustrate the diversity of perspectives

76、of our director nominees.More detailed information is provided in each director nominee s biography beginning on page 9.Director Since Age Gender Hispanic/Latinx Asian Black or African American White M.S.Burke 2018 61 M T.Colbert 2021 50 M J.C.Collins,Jr.2022 61 M T.K.Crews 2011 68 M E.de Brabander

77、2023 61 F S.F.Harrison 2017 66 F J.R.Luciano 2014 62 M P.J.Moore 2003 69 M D.A.Sandler 2016 64 F L.Z.Schlitz 2019 57 F K.R.Westbrook 2003 68 M Board Age 60-69 years 60 yearsAverage Age63yrs8344Board Tenure 0-4 Years 5-9 Years 10+YearsAverage Tenure8 yrs92 64%Overall Diversity 91%Independent 45%Black

78、,Asian,or Hispanic 36%Female ADM Proxy Statement 2024|5 General Information About the Annual Meeting and Voting Commonly Asked Questions and Answers about the Annual Meeting Why did I receive this proxy statement?The Board of Directors asks that you vote by proxy in advance of the annual stockholder

79、s meeting.This proxy statement describes the proposals on which you,as a stockholder of the Company,are being asked to vote.It gives you information on the proposals,as well as other information,so that you can make an informed decision.You are invited to attend the annual meeting to vote on the pro

80、posals,but you do not need to attend in order to vote.The meeting will be completely virtual and will be held at the time and web address mentioned in the Notice of Annual Meeting included in these materials.Why did I receive a Notice of Internet Availability?We are using the“notice and access”metho

81、d of providing proxy materials to stockholders via the internet.We will mail to our stockholders(other than those described below)a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and the 2023 Annual Report on Form 10-K and how to vote

82、electronically via the internet.This notice will also contain instructions on how to request a paper copy of the proxy materials.Stockholders holding shares through the ADM 401(k)and Employee Stock Ownership Plan for Salaried Employees(the“401(k)and ESOP”)and those stockholders who previously have o

83、pted out of participation in notice and access procedures will receive a paper copy of the proxy materials by mail or an electronic copy of the proxy materials by email.We are first providing our stockholders with notice and access to,or first mailing or emailing,this proxy statement and a proxy for

84、m around April 10,2024.Who is entitled to vote at the Annual Meeting?Our common stockholders of record at the close of business on April 4,2024,are the only holders entitled to notice of the annual meeting and to vote at the meeting.At the close of business on April 4,2024,we had 501,763,545 outstan

85、ding shares of common stock,each share being entitled to one vote on each of the director nominees and on each of the other matters to be voted on at the meeting.How do I vote my shares and what can I do if I change my mind after I vote my shares?If you are a stockholder of record,you may vote your

86、shares electronically during the annual meeting via the internet by visiting you may vote by proxy prior to the annual meeting(1)via the internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials or proxy card,(2)if you received printed proxy materials,

87、by calling the toll free number found on the proxy card,or(3)if you received printed proxy materials,by filling out the proxy card and returning it in the envelope provided.If you are a beneficial owner of shares held in street name,you must obtain a“legal proxy”from the organization that is the rec

88、ord holder of your shares in order to vote your shares electronically during the annual meeting.You may vote by proxy prior to the annual meeting by following the instructions you receive from the organization that is the record holder of your shares.If you properly submit a proxy,your shares will b

89、e voted at the meeting.You may revoke your proxy at any time prior to voting by:(1)delivering written notice of revocation to our Corporate Secretary;(2)delivering to our Corporate Secretary a new proxy form bearing a date later than your previous proxy;or(3)attending the annual meeting online and v

90、oting again(attendance at the meeting will not,by itself,revoke a proxy).Is my vote confidential?We have a policy of keeping confidential all proxies,ballots,and voting tabulations that identify individual stockholders.Such documents are available for examination only by the inspectors of election,o

91、ur transfer agent,and certain employees associated with processing proxy cards and tabulating the vote.We will not disclose any stockholder s vote except in a contested proxy solicitation or as may be necessary to meet legal requirements.What is the quorum required for the annual meeting?The presenc

92、e in person or by proxy of the holders of a majority in voting power of the outstanding shares of our common stock entitled to vote at the meeting will constitute a quorum to conduct business at the annual meeting.6|ADM Proxy Statement 2024 GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING Com

93、monly Asked Questions and Answers about the Annual Meeting What are the voting requirements for the various proposals?Under our bylaws,stockholders elect our directors by a majority vote in an uncontested election(one in which the number of nominees is the same as the number of directors to be elect

94、ed)and by a plurality vote in a contested election(one in which the number of nominees exceeds the number of directors to be elected).Because this year s election is an uncontested election,each director nominee receiving a majority of votes cast(where the number of shares voted“for”a director nomin

95、ee exceeds the number of shares voted“against”that nominee)will be elected.Approval of each other proposal presented in the proxy statement requires the affirmative vote of the holders of a majority of the shares of common stock present,in person or by proxy,at the meeting and entitled to vote on th

96、at matter.What are the effects of abstentions and broker non-votes on voting?A vote to“abstain”on the election of directors will have no effect on the outcome of that proposal.A vote to“abstain”on each other proposal presented in this proxy statement will have the effect of a vote against those prop

97、osals.If you hold shares in street name,your broker,bank,or other nominee is required to vote your shares according to your instructions.If you do not give instructions to your broker,bank,or other nominee,it will still be able to vote your shares with respect to certain“discretionary”items,but will

98、 not be allowed to vote your shares with respect to“non-discretionary”items.Proposals 1,2,and 4 are“non-discretionary”items.If you do not instruct your broker,bank,or other nominee how to vote with respect to those proposals,it may not vote for those proposals,and you shares will be counted as broke

99、r“non-votes.”Proposal 3 is considered to be a discretionary item,and your broker,bank,or other nominee will be able to vote on this proposal even if it does not receive instructions from you.Broker non-votes will not have any effect on the result of the vote on any of the proposals.What are the Comp

100、any s costs associated with this proxy solicitation?We pay the costs of soliciting proxies from our stockholders.We have retained Georgeson LLC to help us solicit proxies.We will pay Georgeson LLC a base shareholder meeting services fee of approximately$15,000 plus reasonable project management fees

101、 and expenses for its services.Our employees or employees of Georgeson LLC may also solicit proxies in person or by telephone,mail,or the internet at a cost which we expect will be nominal.We will reimburse brokerage firms and other securities custodians for their reasonable fees and expenses in for

102、warding proxy materials to their principals.Who can attend the Annual Meeting?Our stockholders and advisors to our Company are the only people entitled to attend the annual meeting.Why is the Annual Meeting being held virtually?The annual meeting this year will be a completely virtual meeting of sto

103、ckholders,held at a virtual meeting provides expanded access,improved communication,and cost savings for our stockholders and us and enables participation from any location around the world.How can stockholders submit questions to management during the Annual Meeting?Stockholders may submit question

104、s during the annual meeting at subject to the meeting rules of conduct,management will respond to questions following adjournment of the formal business of the annual meeting and after any management remarks.If you have questions during the meeting,you may type them in the dialog box at any point du

105、ring the meeting until the floor is closed to questions.ADM Proxy Statement 2024|7 PROPOSAL NO.1 Proposal No.1 Election of Directors for a One-Year Term The Board of Directors currently consists of eleven members.The Board,acting on the recommendation of the Nominating and Corporate Governance Commi

106、ttee,has nominated each of the current directors for re-election at the annual meeting.Proxies cannot be voted for a greater number of persons than eleven,which is the number of nominees.Unless you provide different directions,we intend for Board-solicited proxies(like this one)to be voted for the n

107、ominees named below.If any nominee for director becomes unable to serve as a director,the persons named as proxies may vote for a substitute who will be designated by the Board.Alternatively,the Board could reduce the size of the board.This year s election was determined to be an uncontested electio

108、n,and the majority vote standard will apply.For more details on the voting standard,see above under“Commonly Asked Questions and Answers about the Annual Meeting.”If elected,the nominees would hold office until the next annual stockholders meeting and until their successors are elected and qualified

109、.If a nominee who is serving as a director is not elected at the annual meeting,Delaware law provides that the director would continue to serve on the Board as a“holdover director.”However,under our Corporate Governance Guidelines,each director annually submits an advance,contingent,irrevocable resi

110、gnation that the Board may accept if the director fails to be elected through a majority vote in an uncontested election.In that situation,the Nominating and Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation.The Board will act o

111、n the Nominating and Corporate Governance Committee s recommendation and publicly disclose its decision and the rationale behind it within 90 days after the date that the election results are certified.The Board will nominate for election or re-election as director,and will elect as directors to fil

112、l vacancies and new directorships,only candidates who agree to tender the form of resignation described above.If a nominee who was not already serving as a director fails to receive a majority of votes cast at the annual meeting,Delaware law provides that the nominee does not serve on the Board as a

113、“holdover director.”The information below describes,as applicable,the nominees,their ages,positions with our Company,principal occupations,current directorships of other publicly owned companies,directorships of other publicly owned companies held within the past five years,the year in which each fi

114、rst was elected as a director,and the number of shares of common stock beneficially owned as of April 4,2024,directly or indirectly.Unless otherwise indicated,and subject to community property laws where applicable,we believe that each nominee named in the table below has sole voting and investment

115、power with respect to the shares indicated as beneficially owned.The Board has no reason to believe that any nominee will be unable to serve as a director.The Board of Directors recommends a vote FOR the election of the eleven nominees named below as directors.Proxies solicited by the Board will be

116、so voted unless stockholders specify a different choice.8|ADM Proxy Statement 2024 PROPOSAL NO.1 Election of Directors for a One-Year Term Director Nominees Michael S.Burke Age:61 Director since:2018 Board Committees:Audit(Chair);Executive;Nominating and Corporate Governance Common stock owned:20,03

117、2(1)Percent of class:*Qualifications,Skills,and Experience CEO Leadership Finance/Accounting International Business M&A Risk Management Sustainability/Environmental/Social Project Management Mr.Burke brings deep expertise in driving the evolution of global businesses,strategic planning,international

118、 market dynamics,and overseeing risk management from his tenure as Chair and CEO of AECOM,a Fortune 500 company that designs,builds,finances and operates infrastructure assets in more than 150 countries.He also contributes his significant experience leading companies through transformation,developed

119、 through his roles at AECOM,where he played a key role in preparing the company for its IPO in 2007,and spearheaded international business development and M&A strategy.At AECOM,Mr.Burke also transformed one of the firm s subsidiaries into a leading environmental engineering firm,developing significa

120、nt sustainability expertise,which he has further developed through serving on the boards of CarbonCure and Nexii Building Solutions,companies focused on reducing harmful emissions in the construction process.He also brings expertise in finance,accounting,and tax matters drawing on his experience as

121、a Chief Financial Officer and his 15-year career at KPMG advising public companies.Public Boards PRIOR(within past 5 years):AECOM(Chairman)Non-Public&Non-Profit Boards;Memberships CURRENT:Universal Engineering Sciences(Chair);Westwood Professional Services(board member);SitelogIQ(board member);Carbo

122、nCure(board member);Nexii Building Solutions(board member);American Institute of Certified Public Accountants(member);California Bar Association(member)PRIOR:Business Roundtable(board member;Chair,Infrastructure Committee);Children s Bureau(Vice Chair);World Economic Forum(Co-Chair,Steering Committe

123、e,Infrastructure and Urban Development)Career Highlights AECOM(a global infrastructure firm)-Chairman and Chief Executive Officer(2015-2020)-Chief Executive Officer(2014-2015)-President(2011-2014)-Other leadership roles(2005-2011),including Chief Financial Officer(2006-2011)KPMG LLP-Member of Board

124、of Directors(2000-2005)-Partner(1995-2005)-Various roles(1990-1995)ADM Proxy Statement 2024|9 PROPOSAL NO.1 Election of Directors for a One-Year Term Theodore Colbert Age:50 Director since:2021 Board Committees:Audit;Compensation and Succession Common stock owned:9,395(2)Percent of class:*Qualificat

125、ions,Skills,and Experience International Business M&A Risk Management Sales/Marketing Project Management Information Technology/Cybersecurity Mr.Colbert brings extensive corporate leadership experience to the Board,along with his deep expertise in information technology,cybersecurity,data and analyt

126、ics,and automation,which he acquired over his nearly three-decade career overseeing information technology,data security and architecture at several global market-leading companies.His most recent positions at Boeing further developed his sales and marketing capabilities,M&A experience,government re

127、gulation experience,and expertise in international business dynamics,including his role as President and CEO of its Global Services business that provided services to global customers across all OEMs and his current role as President and CEO of Boeing Defense,Space&Security,providing solutions acros

128、s defense,government,space,intelligence,and security to customers worldwide.Leading global businesses focused on serving security and national defense companies distinguishes Mr.Colbert as an expert in world-class information security systems and risk management.This expertise has been honored with

129、numerous prestigious awards throughout his career,including most recently the 2022 Black Engineer of the Year Award and the 2022 ORBIE Award for Leadership,being named the 2021 Capital CIO of the Year and one of the Most Influential Black Executives in Corporate America by Savoy magazine in 2020 and

130、 2021,as well as being the first recipient of the Fisher Center prize for Excellence in Driving Transformation from the Fisher Center For Business Analytics at Berkeley.Non-Public&Non-Profit Boards;Memberships CURRENT:The National Space Council Users Advisory Group(appointed by Vice President Kamala

131、 Harris);New Leaders(Chair);The Executive Leadership Council(member);Thurgood Marshall College Fund(Co-Vice Chair);DC College Access Program(board member);Virginia Tech Innovation Campus Advisory Board(board member);Aerospace Industries Association(Chair)PRIOR:Georgia Tech President s Advisory Board

132、(two terms)Career Highlights Boeing(a global aerospace company)-Executive Vice President of The Boeing Company and President and Chief Executive Officer of Boeing Defense,Space&Security(2022-present)-Executive Vice President of The Boeing Company and President and Chief Executive Officer of Boeing G

133、lobal Services(2019-2022)-Chief Information Officer and Senior Vice President of Information Technology&Data Analytics(2016-2019)-Chief Information Officer and Vice President of Information Technology Infrastructure(2013-2016)-Other leadership roles(2009-2013)Citigroup-Senior Vice President of Enter

134、prise Architecture(2007-2009)Ford Motor Company-Various roles in the Information Technology organization(1996-2007)10|ADM Proxy Statement 2024 PROPOSAL NO.1 Election of Directors for a One-Year Term James C.Collins,Jr.Age:61 Director since:2022 Board Committees:Compensation and Succession;Sustainabi

135、lity and Corporate Responsibility Common stock owned:4,459(1)Percent of class:*Qualifications,Skills,and Experience CEO Leadership International Business Agriculture/Food/Retail Consumer M&A Sustainability/Environmental/Social Sales/Marketing Project Management Food Science/R&D Mr.Collins contribute

136、s to the Board deep expertise in global agriculture and food science innovation developed over his extensive executive leadership experience in the food and agriculture industry.During his tenure leading agriculture business lines at DuPont and Dow DuPont,and most recently as the CEO of Corteva the

137、public spin-off of Dow DuPont s crop protection and agrisciences divisions with a global scale he oversaw the launch of numerous new products and drove strong growth in their R&D and innovation pipelines.His experience leading the integration of legacy DuPont and Dow agricultural businesses to drive

138、 preparation for Corteva s spin also enhances the Board s M&A and corporate governance expertise.He also brings extensive sales and marketing experience,beginning as a sales representative early in his career and later taking on leadership roles with responsibility for implementing multi-channel,mul

139、ti-brand growth strategies.Through his work in agriculture supply chains,Mr.Collins has also developed a keen understanding of how to support and partner with global farmers to improve the sustainability of the agriculture and nutrition value chains.During his time at Corteva,he led a comprehensive

140、array of initiatives to enhance sustainability,with a strong focus on helping farmers lead with new practices and innovations.He currently serves on the board of Vestaron Corporation,a private company dedicated to improving the safety,efficacy and sustainability of crop protection through migration

141、from synthetic pesticides to peptide-based biopesticides.Public Boards PRIOR(within past 5 years):Corteva,Inc.;Cibus,Inc.Non-Public&Non-Profit Boards;Memberships CURRENT:Vestaron Corporation(board member);Pivot Bio(board member);University of Delaware College of Agriculture and Natural Resources(Adv

142、isory Committee member)PRIOR:CropLife International(board member);University of Delaware s Alfred Lerner College of Business&Economics(advisory board member);US China Business Council(member);Business Roundtable(Special Committee on Equity and Racial Justice;Climate Policy Committee;Trade Committee)

143、;National 4-H Council(board member)Career Highlights Corteva,Inc.(a global agricultural and seed company)-Chief Executive Officer(2019-2021)DowDuPont-Chief Operating Officer(2017-2019)DuPont-Executive Vice President(2014-2017)-Senior Vice President(2013-2014)-President Industrial Biosciences(2011-20

144、13)-VP Acquisitions and Integration Danisco(2011)-President Crop Protection(2003-2010)ADM Proxy Statement 2024|11 PROPOSAL NO.1 Election of Directors for a One-Year Term Terrell K.Crews Lead Director Age:68 Director since:2011 Board Committees:Executive Common stock owned:54,355(3)Percent of class:*

145、Qualifications,Skills,and Experience Finance/Accounting International Business Agriculture/Food/Retail Consumer M&A Risk Management Sustainability/Environmental/Social Mr.Crews,who has served as our independent Lead Director since May 2023,contributes to the Board deep expertise in the international

146、 agricultural industry,business transformation,and agri-business operations gained over his 32-year career at Monsanto,a global agrochemical and agricultural biotechnology company.Serving in his role as Chief Financial Officer at Monsanto for nearly a decade,Mr.Crews oversaw corporate finance and re

147、porting in addition to capital allocation strategies.His other roles with the company included helming the global vegetable business,assignments in Latin America,and leading financial operations for its Asia-Pacific business,which gave him significant expertise in risk management and strategic plann

148、ing.Mr.Crews also has experience leading financing for M&A activity and other corporate transactions,including overseeing the financial integration of 11 acquired seed companies as head of finance for Monsanto s Global Seed Group.His long tenure in agricultural industry executive leadership led him

149、to develop a keen understanding of evolving views of broad stakeholder groups on sustainability and contributed to his experience developing capital allocation strategies aligned with corporate sustainability priorities.Recognized by the NACD Directorship 100 for his leadership,excellence,and integr

150、ity in corporate governance,Mr.Crews is well-qualified to serve in the role of Lead Director.Additionally,having served on the Board since 2011,his tenure enables him to have a deep understanding of the Company s strategy,business,products,and goals,allowing him to more effectively provide independe

151、nt strategic leadership to the Company.Public Boards CURRENT:WestRock Company PRIOR(within past 5 years):Hormel Foods Corporation Non-Public&Non-Profit Boards;Memberships CURRENT:Freed-Hardeman University(board member);Teay s River Investments(board member)Career Highlights Monsanto Company(a global

152、 agricultural and seed company)-Executive Vice President,Chief Financial Officer and Vegetable Business CEO(2007-2009)-Executive Vice President and Chief Financial Officer(2000-2007)-Various other roles(1977-2000)12|ADM Proxy Statement 2024 PROPOSAL NO.1 Election of Directors for a One-Year Term Ell

153、en de Brabander Age:61 Director since:2023 Board Committees:Audit;Sustainability and Corporate Responsibility Common stock owned:2,599(1)Percent of class:*Qualifications,Skills,and Experience International Business Agriculture/Food/Retail Consumer M&A Risk Management Sustainability/Environmental/Soc

154、ial Project Management Food Science/R&D Information Technology/Cybersecurity Dr.de Brabander brings to the Board a broad scientific background and a strong track record of innovation in several consumer industries including human nutrition,life sciences and animal health.In her current role as Execu

155、tive Vice President of Innovation and Regulatory Affairs at Elanco,Dr.de Brabander utilizes her R&D expertise driving early and late-stage pipeline execution across pet health and farm animals,including nutritional health solutions.This deep research and innovation expertise was fostered in her prev

156、ious role as senior vice president for R&D at PepsiCo,with company-wide responsibility for food safety,quality,regulatory and digital transformation.She also led R&D operations for global businesses,including Merial(now Boehringer Ingelheim),Intervet(now Merck Animal Health)and DSM,and brings extens

157、ive experience with information technology,having served as the Chief Technology Officer for Merial.In addition to her corporate success,she has been a founding board member of EIT(European Institute of Technology)and founding CEO of EIT Food,the largest public-private partnership in the food sector

158、.Dr.de Brabander earned her Ph.D.cum laude in bio-organic chemistry from Leiden University in the Netherlands and completed her post-doctoral work in molecular biology at the Massachusetts Institute of Technology(MIT)in the group of Prof.Dr.H.G.Khorana,a Nobel laureate.She is the co-author of over 6

159、0 publications in scientific journals,holds 18 patents,and has received multiple awards for her research.Non-Public&Non-Profit Boards;Memberships CURRENT:PeakBridge(scientific advisory board member and investment committee member);Brabantse Ontwikkel Maatschappij(a regional development organization

160、in The Netherlands)(board member);Sanquin Health Solutions(board member);Brightlands Venlo(food/agro innovation campus and ecosystem in The Netherlands)(board president)PRIOR:New York Academy of Sciences(board member);Open University,The Netherlands(board member)Career Highlights Elanco(a global lea

161、der in animal health)-Executive Vice President,Innovation and Regulatory Affairs(2021-present)PepsiCo-Senior Vice President,R&D Technical Insights,Digital Solutions,and Compliance(2014-2021)EIT Food(food innovation community supported by the EU)-Interim Chief Executive Officer(2016-2018)Merial(now p

162、art of Boehringer Ingelheim Animal Health)-Chief Technology Officer(2008-2014)ADM Proxy Statement 2024|13 PROPOSAL NO.1 Election of Directors for a One-Year Term Suzan F.Harrison Age:66 Director since:2017 Board Committees:Audit;Executive;Sustainability and Corporate Responsibility(Chair)Common stoc

163、k owned:20,273(1)Percent of class:*Qualifications,Skills,and Experience International Business Agriculture/Food/Retail Consumer M&A Sustainability/Environmental/Social Sales/Marketing Food Science/R&D In her four decades of executive leadership positions at Colgate-Palmolive,a global consumer produc

164、ts company focused on the production,distribution and provision of household,healthcare and personal care,Ms.Harrison has gained extensive experience in operational management and M&A.She acquired deep understanding of evolving consumer trends,sales and marketing and development of customer-driven i

165、nnovation as Vice President of Marketing for Colgate U.S.She also built her research and development experience overseeing the new products development process for retail customers in oral care,pet nutrition and oral pharmaceuticals.Ms.Harrison has extensive sustainability experience acquired throug

166、h her oversight of global brands and their evolution in alignment with stakeholder sustainability expectations.Ms.Harrison has been recognized by the NACD Directorship 100 for her leadership,excellence,and integrity in corporate governance.Public Boards CURRENT:WestRock Company;Ashland Inc.Career Hi

167、ghlights Colgate-Palmolive Company(a global household and consumer products company)-President of Global Oral Care(2011-2019)-President Hill s Pet Nutrition Inc.North America(2009-2011)-Vice President,Marketing(2006-2009)-Vice President and General Manager of Colgate Oral Pharmaceuticals,North Ameri

168、ca,and Europe(2005-2006)-Various other roles(1983-2005)14|ADM Proxy Statement 2024 PROPOSAL NO.1 Election of Directors for a One-Year Term Juan R.Luciano Chair of the Board Age:62 Director since:2014 Board Committees:Executive Common stock owned:2,398,947(4)Percent of class:*Qualifications,Skills,an

169、d Experience CEO Leadership International Business Agriculture/Food/Retail Consumer M&A Risk Management Sustainability/Environmental/Social Sales/Marketing Project Management Food Science/R&D Since joining ADM in 2011,Mr.Luciano has spent more than a decade in various senior executive leadership rol

170、es working to drive our Company s evolution.During his time with ADM he has spearheaded our major growth drivers and sales and marketing efforts,including the commercial and production activities of ADM s corn,oilseeds,and agricultural services businesses,development of sustainability strategy,and t

171、he increased use of research and technological innovation to meet customer needs.He most recently led a strategic growth campaign that has expanded ADM s footprint in global markets,including through select M&A activity,building capabilities and adding talent and expertise that have allowed our Comp

172、any to create value at every part of the global value chain.Under his leadership,ADM has undergone a remarkable transformation,building on more than a century of heritage to create a global nutrition business,with an industry-leading array of ingredients and solutions that are opening the door to gr

173、owth opportunities in key global macro trend areas.He also has overseen the Company s operational excellence initiatives and risk management functions.Prior to joining ADM,he had a successful 25-year tenure at The Dow Chemical Company,where he last served as executive vice president and president of

174、 the Performance division.Public Boards CURRENT:Eli Lilly and Company(Lead Director).Non-Public&Non-Profit Boards;Memberships CURRENT:Rush University Medical Center(Director);Intersect Illinois(board member);Economic Club of Chicago(member);Commercial Club of Chicago(member);The Business Roundtable(

175、member)PRIOR:Kellogg School of Management,Northwestern University(board member);US-China Business Council(member)Career Highlights ADM-Chair of the Board,Chief Executive Officer and President(2016-present)-Chief Executive Officer and President(2015-2016)-President and Chief Operating Officer(2014)-E

176、xecutive Vice President and Chief Operating Officer(2011-2014)The Dow Chemical Company(a multinational chemical company)-Executive Vice President and President,Performance Division(2010-2011)-Various other roles(1985-2010)ADM Proxy Statement 2024|15 PROPOSAL NO.1 Election of Directors for a One-Year

177、 Term Patrick J.Moore Age:69 Director since:2003 Board Committees:Audit;Executive;Nominating and Corporate Governance(Chair)Common stock owned:85,791(1)Percent of class:*Qualifications,Skills,and Experience CEO Leadership Finance/Accounting International Business M&A Risk Management Sustainability/E

178、nvironmental/Social Project Management With over two decades of experience in the financial sector,including in his early career at Continental Bank,as CFO at Smurfit-Stone and in his current position as founder,President and CEO of a private equity investment and advisory firm,Mr.Moore contributes

179、to the Board his financial expertise and substantial executive leadership experience in international banking and finance,strategy development,commodity management,and operations management.Throughout his carrier,Mr.Moore developed significant experience in risk management and M&A.Mr.Moore also brin

180、gs extensive experience in environmental and sustainable practices from his time at Smurfit-Stone,a producer of containerboard and corrugated packaging and one of the world s largest paper recyclers,and his service on the board of the Sustainable Forestry Initiative,with particular focus on recyclin

181、g,carbon sequestration,reduction of energy and water usage,and sustainable forestry.Mr.Moore has been recognized by the NACD Directorship 100 for his leadership,excellence,and integrity in corporate governance.Public Boards CURRENT:Energizer Holdings,Inc.(Chairman)Non-Public&Non-Profit Boards;Member

182、ships CURRENT:St.Louis Zoological Association(board member);Hoverfly Holdings(board member);Engineered Corrosion Solutions(board member)PRIOR:North American Review Board of American Air Liquide Holdings,Inc.Career Highlights PJM Advisors,LLC(a private equity investment and advisory firm founded by M

183、r.Moore)-President and Chief Executive Officer(2011-present)Smurfit-Stone Container Corporation(a leader in integrated containerboard and corrugated package products and paper recycling)(5)-Chairman and Chief Executive Officer(2002-2011)-Other roles including Chief Financial Officer,Vice President-T

184、reasurer and General Manager,Industrial Packaging division(1987-2002)Continental Bank-Various roles in corporate lending,international banking,and administration(1975-1987)16|ADM Proxy Statement 2024 PROPOSAL NO.1 Election of Directors for a One-Year Term Debra A.Sandler Age:64 Director since:2016 B

185、oard Committees:Audit;Nominating and Corporate Governance Common stock owned:22,781(1)Percent of class:*Qualifications,Skills,and Experience Agriculture/Food/Retail Consumer Sustainability/Environmental/Social Sales/Marketing Food Science/R&D Ms.Sandler contributes to the Board her strong marketing

186、and operating experience,and extensive understanding of consumer behavior within the evolving retail environment(specifically in the food industry),and a proven record of creating,building,enhancing,and leading well-known consumer brands through her leadership positions at Mars,Johnson&Johnson,and P

187、epsiCo.She developed these skills as a founder,President and Chief Executive Officer of La Grenade Group,LLC,a consulting firm that advises a wide range of clients on marketing innovation and overall business development.She also enhances the Board s expertise in financial and strategic planning,res

188、earch and development in the food science industry acquired in her current role as founder and CEO of Mavis Foods.The Board also benefits from Ms.Sandler s expertise in corporate social responsibility,as demonstrated through her public speaking engagements on topics such as diversity and inclusion,m

189、ulticultural business development,and health and wellbeing in the consumer packaged goods industry.Public Boards CURRENT:Gannett Co.,Inc.;Dollar General Corporation;Keurig Dr Pepper Inc.Non-Public&Non-Profit Boards;Memberships CURRENT:Hofstra University(board member);The Executive Leadership Council

190、(member);Pharmavite,LLC(board member);Trewstar Corporate Board Services(Partner)Career Highlights LaGrenade Group,LLC(a marketing consulting firm Ms.Sandler founded to advise consumer packaged goods companies operating in the Health and Wellness space)-President(2015-present)Mavis Foods,LLC(a startu

191、p Ms.Sandler founded that makes and sells Caribbean sauces and marinades)-Chief Executive Officer(2018-present)Mars,Inc.-Chief Health and Wellbeing Officer(2014-2015)-President,Chocolate,North America(2012-2014)-Chief Consumer Officer of Mars Chocolate North America(2009-2012)Johnson&Johnson-Various

192、 roles,including Worldwide President,McNeil Nutritionals division(1999-2009)PepsiCo-Various roles,including Marketing Vice President(1985-1999)ADM Proxy Statement 2024|17 PROPOSAL NO.1 Election of Directors for a One-Year Term Lei Z.Schlitz Age:57 Director since:2019 Board Committees:Compensation an

193、d Succession;Sustainability and Corporate Responsibility Common stock owned:17,135(1)Percent of class:*Qualifications,Skills,and Experience International Business M&A Sustainability/Environmental/Social Sales/Marketing Project Management Food Science/R&D Dr.Schlitz is an accomplished leader,with exp

194、erience in strategy development,M&A and growth initiatives,and operational excellence at an international scale,including several global manufacturing companies.She has extensive expertise in research and development,having served in product development roles at Johnson Controls,Illinois Tool Works(

195、ITW)and Siemens Energy and Automation.She has also built research and development expertise specifically within the food science sector,including during her tenure as executive vice president of ITW s$22B Food Equipment segment,which services commercial food service and food retail customers around

196、the globe.She also oversaw product portfolio growth by building strong market-driven strategy at Siemens,developing important strategic planning,sales and marketing expertise.Dr.Schlitz contributes to the Board her strong sustainability expertise,including her first-hand experience driving product i

197、nnovations in energy-efficient electrical distribution products and equipment at GE Global Research and GE Industrial Systems and overseeing diversity and inclusion initiatives at ITW as an executive member of the company s Diversity&Inclusion Council.Dr.Schlitz holds a doctorate in mechanical engin

198、eering from the University of Wisconsin-Milwaukee,and a bachelor s degree in engineering mechanics from Tsinghua University,China.Non-Public&Non-Profit Boards;Memberships CURRENT:Society of Women Engineers(member)Career Highlights Johnson Controls(a global building products company)-Vice President a

199、nd President,Global Products(2022-present)Illinois Tool Works Inc.(a global multi-industrial manufacturer)-Executive Vice President,Automotive OEM(2020-2022)-Executive Vice President,Food Equipment(2015-2020)-Group President,Worldwide Ware-Wash,Refrigeration,and Weigh/Wrap Businesses(2011-2015)-Vice

200、 President,Research&Development,and Head of ITW Technology Center(2008-2011)Siemens Energy&Automation-Business Manager for Emerging Businesses,Residential Product Division(2006-2008)-Director of Engineering(2001-2006)18|ADM Proxy Statement 2024 PROPOSAL NO.1 Election of Directors for a One-Year Term

201、 Kelvin R.Westbrook Age:68 Director since:2003 Board Committees:Compensation and Succession(Chair);Executive;Nominating and Corporate Governance Common stock owned:37,283(1)Percent of class:*Qualifications,Skills,and Experience Agriculture/Food/Retail Consumer M&A Risk Management Information Technol

202、ogy/Cybersecurity Mr.Westbrook brings valuable insights on consumer trends and preferences,as well as extensive information technology and cybersecurity,acquired through decades serving as President,Chief Executive Officer,and co-founder of two large cable television and broadband companies.As a for

203、mer partner in the corporate law and mergers and acquisitions practice of a national law firm,he also brings significant legal expertise in M&A and risk management.His risk management and corporate governance expertise developed in this executive role is further enhanced by his service on the boards

204、 of directors and board committees of numerous public companies and not-for-profit entities,including experience in regulated industries.Mr.Westbrook has been recognized by the NACD Directorship 100 for his leadership,excellence,and integrity in corporate governance.Public Boards CURRENT T-Mobile US

205、,Inc.;Mosaic Company;Camden Property Trust(Lead Independent Trust Manager)Non-Public&Non-Profit Boards;Memberships CURRENT:Boys and Girls Clubs of Greater St.Louis(board member);BioSTL(board member);University of Washington Foster School of Business(Advisory Board Chair)PRIOR:BJC Healthcare(board me

206、mber);St.Louis Internship Program(board member)Career Highlights KRW Advisors,LLC(a consulting and advisory firm founded by Mr.Westbrook)-President and Chief Executive Officer(2007-present)Millennium Digital Media Systems,L.L.C.(a broadband services company)-Chairman and Chief Strategic Officer(2006

207、-2007)-President and Chief Executive Officer(1997-2006)LEB Communications,Inc.(an affiliate of Charter Communications)-President and Chairman(1993-1996)Paul Hastings Janofsky&Walker LLP -Partner(1990-1993)*Less than 1%of outstanding shares(1)Consists of stock units allocated under our Stock Unit Pla

208、n that are deemed to be the equivalent of outstanding shares of common stock for valuation purposes.(2)Includes 9,385 stock units allocated under our Stock Unit Plan.(3)Includes 53,595 stock units allocated under our Stock Unit Plan.(4)Includes 1,310,288 shares held in trust,238 shares held by a fam

209、ily-owned limited liability company,and 905,920 shares that are unissued but are subject to stock options exercisable within 60 days.(5)Smurfit-Stone Container Corporation and its U.S.and Canadian subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S.Bankruptcy Code i

210、n January 2009 and emerged in 2010.ADM Proxy Statement 2024|19 PROPOSAL NO.1 Election of Directors for a One-Year Term DIRECTOR EXPERIENCES,QUALIFICATIONS,ATTRIBUTES,AND SKILLS;BOARD DIVERSITY The Commi?ee alsoconsiders each directorsability todedicate sufficient?me,energy,and a?en?onto fulfill thei

211、r du?eswhen it nominatesdirectors each year.The annual performanceevalua?on ofindividual directors includesan assessment of thedirectors ability to dedicatesufficient?me,energy,anda?en?on to fulfill the du?esand responsibili?es as amember of our Board.The Commi?ee strives torecommend candidates that

212、complement the current boardmembers and considers personalcharacteris?cs of nomineesand current board members,including race,gender,and geographic origin,in aneffort to obtain a diversityof perspec?ves on the Board.The Nomina?ng and CorporateGovernance Commi?ee mayconsider various factorsincluding e

213、duca?on,experience,judgment,independence,integrity,availability,and other factors that theCommi?ee deems appropriate.Pursuant to our Corporate Governance Guidelines,a director who is a sitting chief executive officer of a company may serve on the boards of no more than two other public companies in

214、addition to our Board,while all other directors may serve on the boards of no more than four public company boards in total.In nominating directors for election at our annual stockholder meeting,the Board and the Nominating and Corporate Governance Committee have determined that each of our director

215、s is currently compliant with our Corporate Governance Guidelines and has sufficient time,energy,and attention to serve on our Board.The specific experience,qualifications,attributes,and skills that qualify each of our directors to serve on the Board are described in the biographies above and in the

216、 Proxy Summary under“Director Nominee Qualifications,Skills,and Experience”on page 4 and“Director Nominee Diversity,Age,Tenure,and Independence”on page 5.DIRECTOR NOMINATIONS FROM STOCKHOLDERS The Nominating and Corporate Governance Committee will consider candidates for director who are recommended

217、 by a stockholder.All candidates,regardless of the source of their recommendation,are evaluated using the same criteria.If a stockholder desires to nominate an individual to stand for election as a director at an annual stockholders meeting,the stockholder must submit the nominee s name in a written

218、 notice delivered to our Corporate Secretary at our principal executive offices not less than 90 nor more than 120 days prior to the anniversary date of the immediately preceding annual stockholders meeting.However,if the annual meeting is called for a date that is not within 30 days before or after

219、 such anniversary date,the notice must be delivered to the Corporate Secretary at our principal executive offices not later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was given or public disclosure of the date of the annual meeting

220、 was made(whichever first occurs).Different notice delivery requirements apply if the number of directors to be elected at an annual meeting is being increased,and we do not make a public announcement naming all of the nominees or specifying the size of the increased board at least 100 days prior to

221、 the first anniversary of the preceding year s annual meeting.Any notice of a stockholder nomination must set forth the information required by Section 1.4(c)of our bylaws,must comply with the requirements of Rule 14a-19 under the Exchange Act,and must be accompanied by a written consent from the pr

222、oposed nominee to being named as a nominee and to serve as a director if elected,a written representation and agreement from the proposed nominee attesting to certain facts set forth in Section 1.4(c)(2)of our bylaws,and a written statement from the proposed nominee as to whether such person intends

223、,if elected,to tender the advance,contingent,irrevocable resignation that would become effective should the individual fail to receive the required vote for re-election at the next meeting of stockholders and upon acceptance of such resignation by the Board.Stockholders may also have the opportunity

224、 to include nominees in our proxy statement by complying with the requirements set forth in Section 1.15 of our bylaws.20|ADM Proxy Statement 2024 Corporate Governance Board Leadership Structure BOARD CHAIR Our Company s Board of Directors does not have a current requirement that the roles of Chief

225、Executive Officer and Board Chair be either combined or separated,because the Board believes it is in the best interest of our Company to make this determination based on the position and direction of the Company and the constitution of the Board and management team.The Board regularly evaluates whe

226、ther the roles of Chief Executive Officer and Board Chair should be combined or separated.The Board s implementation of a careful and seamless succession plan over the past years demonstrates that the Board takes seriously its responsibilities under the Corporate Governance Guidelines to determine w

227、ho should serve as Board Chair at any point in time in light of the specific circumstances facing our Company.After careful consideration,the Board has determined that having Mr.Luciano,our Company s Chief Executive Officer,continue to serve as Board Chair is in the best interest of our stockholders

228、 at this time.The Chief Executive Officer is responsible for the day-to-day management of our Company and the development and implementation of our Company s strategy,and has access to the people,information,and resources necessary to facilitate board function.Therefore,the Board believes at this ti

229、me that combining the roles of Chief Executive Officer and Board Chair contributes to an efficient and effective board.LEAD DIRECTOR AND INDEPENDENT OVERSIGHT Each year,if the Board Chair is not independent,the independent directors elect a Lead Director.Mr.Crews has served as Lead Director since Ma

230、y 2023 and provides strong independent leadership and oversight.The Board believes that having an independent Lead Director provides the Board with independent leadership and facilitates the independence of the Board from management.The Nominating and Corporate Governance Committee regularly evaluat

231、es the responsibilities of the Lead Director and considers current trends regarding independent board leadership.In prior years,the Board has enhanced the Lead Director s responsibilities,as set forth in the Corporate Governance Guidelines,in connection with determining performance criteria for eval

232、uating the Chief Executive Officer;evaluating the Board,committees,and individual directors;and planning for management succession.In accordance with our Corporate Governance Guidelines,the Lead Director:(1)presides at all meetings of the Board at which the Board Chair is not present,including execu

233、tive sessions of the independent directors,and regularly meets with the Board Chair and Chief Executive Officer for discussion of appropriate matters arising from these sessions;(6)advises the board committees on the selection of committee chairs;(2)coordinates the activities of the other independen

234、t directors and serves as liaison between the Board Chair and the independent directors;(7)works with the Board Chair and Chief Executive Officer to propose a schedule of major discussion items for the Board;(3)consults with the Board Chair and approves all meeting agendas,schedules,and information

235、provided to the Board,and may,from time to time,invite corporate officers,other employees,and advisors to attend Board or committee meetings whenever deemed appropriate;(8)guides the Board s governance processes;(4)interviews,along with the Board Chair and the Chair and members of the Nominating and

236、 Corporate Governance Committee,all director candidates and makes recommendations to the Nominating and Corporate Governance Committee;(9)provides leadership to the Board if circumstances arise in which the role of the Board Chair or Chief Executive Officer may be,or may be perceived to be,in confli

237、ct;(5)advises the Nominating and Corporate Governance Committee on the selection of members of the board committees;(10)has the authority to call,and set the agendas for,meetings of the independent directors;ADM Proxy Statement 2024|21 CORPORATE GOVERNANCE Board Role in Risk Oversight (11)if request

238、ed by major stockholders,ensures that the Lead Director is available for consultation and direct communication;(14)works with the Chair of the Nominating and Corporate Governance Committee to facilitate the evaluation of the performance of the Board,committees,and individual directors;(12)leads the

239、non-management directors in determining performance criteria for evaluating the Chief Executive Officer and coordinates the annual performance review of the Chief Executive Officer;(15)works with the Chair of the Sustainability and Corporate Responsibility Committee to set sustainability and corpora

240、te responsibility objectives;and (13)works with the Chair of the Compensation and Succession Committee to guide the Board s discussion of management succession plans;(16)performs such other duties and responsibilities as the Board may determine.In addition to electing a Lead Director,our independent

241、 directors facilitate the Board s independence by meeting frequently as a group,including meeting in executive session at each regular board meeting,and fostering a climate of transparent communication.The high level of contact and communication between our Lead Director and our Board Chair througho

242、ut the year and the specificity contained in the Lead Director s responsibilities also serve to foster effective Board leadership,as demonstrated by the internal investigation led by the Audit Committee regarding certain accounting practices and procedures with respect to ADM s Nutrition reporting s

243、egment,including as related to certain intersegment sales,which was initially disclosed in January 2024.For more details on our independent directors,see below under“Independence of Directors”on page 27.Board Role in Risk Oversight Management is responsible for day-to-day risk assessment and mitigat

244、ion activities,and our Company s Board of Directors is responsible for risk oversight,focusing on our Company s overall risk management strategy,our Company s degree of tolerance for risk,and the steps management is taking to manage and mitigate our Company s risks.While the Board as a whole maintai

245、ns the ultimate oversight responsibility for risk management,the committees of the Board can be assigned responsibility for risk management oversight of specific areas.The Audit Committee currently maintains responsibility for overseeing our Company s enterprise risk management(ERM)process and regul

246、arly discusses our Company s major risk exposures,the steps management has taken to monitor and control such exposures,and guidelines and policies to govern our Company s risk assessment and risk management processes.The Audit Committee periodically reports to the Board regarding significant matters

247、 identified with respect to the foregoing.Management has established an Enterprise Risk Management Committee consisting of a Chief Risk Officer and other personnel that represent multiple functional and regional areas within our Company,with broad oversight of the risk management process.BOARD OF DI

248、RECTORS?Audit Committee assists the Board in fulfilling its oversight responsibility to the stockholders relating to the Company s major risk exposures oversees the Company s ERM process,focusing on key risk areas including trading,operations,health and safety,workforce,climate,cybersecurity,financi

249、al,tax,regulatory,and compliance regularly discusses the steps management has taken to monitor and control risk exposure regularly reports to the Board regarding significant matters identified Nominating and Corporate Governance Committee assigns oversight of specific areas of risk to other committe

250、es recommends director nominees who it believes are capable to assess and monitor risk Compensation and Succession Committee oversees process for assessing potential risks arising from compensation policies and practices engages an independent outside consultant every other year to review the Compan

251、y s compensation programs and evaluate the risks in such programs Sustainability and Corporate Responsibility Committee oversees the Company s compliance with sustainability and corporate responsibility laws and regulations assesses the Company s performance relating to sustainability and corporate

252、responsibility goals and industry benchmarks,including workplace safety,process safety,environmental,social well-being,diversity and inclusion,corporate giving,and community relations reviews sustainability-related risks quarterly through the ERM process 22|ADM Proxy Statement 2024 CORPORATE GOVERNA

253、NCE Sustainability and Corporate Responsibility SENIOR MANAGEMENT?Enterprise Risk Management Committee ensures ongoing evaluation and implementation of processes to identify,evaluate,and prioritize risks to our Company s objectives ensures congruence of risk decisions with our Company s values,polic

254、ies,procedures,measurements,and incentives or disincentives supports the integration of risk assessment and controls into mainstream business processes,planning,and decision-making identifies roles and responsibilities across our Company in regard to risk assessment and control functions promotes co

255、nsistency and standardization in risk identification,reporting,and controls across our Company ensures sufficient information capabilities and information flow to support risk identification and controls and alignment of technology assets regularly evaluates the overall design and operation of the r

256、isk assessment and control process,including development of relevant metrics and indicators reports regularly to senior management and the Board regarding the above-described processes and the most significant risks to our Company s objectives CYBERSECURITY The Board has oversight of cybersecurity r

257、isk,which it manages as part of the ERM program.The Board is assisted by the Audit Committee,which regularly reviews the cybersecurity program with management and reports to the full Board.Cybersecurity reviews by the Audit Committee or the Board generally occur quarterly,or more frequently as deter

258、mined to be necessary or advisable.In recent years,the Board added a director,Mr.Colbert,who had served as Chief Information Officer for a large public company with sensitive information to assist the Board and Audit Committee in overseeing cybersecurity risks.For additional details on cybersecurity

259、 risks and ADM s cybersecurity program,please see Item 1C,“Cybersecurity”included in the Company s 2023 Annual Report on Form 10-K.Sustainability and Corporate Responsibility At ADM,sustainable practices and a focus on environmental and social responsibility are foundational to the Company s purpose

260、 and culture,and integral to the work the Company does every day to serve customers and create value for stockholders.SUSTAINABILITY Our disclosure for sustainability topics,including climate change and nature,are guided by the Global Reporting Initiative(GRI),Taskforce on Climate-Related Financial

261、Disclosures(TCFD),and Taskforce on Nature-Related Financial Disclosures(TNFD)frameworks including Governance,Strategy,Risk Management,and Metrics&KPIs.Governance:Our sustainability efforts are overseen by our Board of Directors,including a dedicated Sustainability and Corporate Responsibility Commit

262、tee,and led by our Chief Sustainability Officer(CSO),who is supported by regional sustainability teams.For more on the Sustainability and Corporate Responsibility Committee,see below on page 30.ADM Proxy Statement 2024|23 CORPORATE GOVERNANCE Sustainability and Corporate Responsibility Strategy:We h

263、ave aligned our sustainability efforts with the United Nations Sustainable Development Goals,which serve as a road map to achieve a better future for all.Specifically,we are focusing our efforts toward Zero Hunger,Clean Water and Sanitation,Climate Action,and Life On Land,as described in more detail

264、 below.UN SDG IUCN Societal Challenges ADM Programs Zero Hunger Food Security Regenerative and sustainable agriculture projects that increase food production while promoting farm economic stability,minimizing chemical inputs,protecting water quality,and improving soil health and biodiversity Assessi

265、ng and addressing post-harvest loss Food security and hunger relief Clean Water and Sanitation Water Security Developing a global strategy focused on improving community well-being in priority watersheds including water-stressed areas by 2025 Clean water projects through ADM Cares Climate Action Cli

266、mate Change Mitigation and Adaptation Carbon reduction project identification and glidepath(for more information,see our website at carbon capture and storage(CCS)via onsite injection and geological sequestration Life on Land Environmental Degradation and Biodiversity Loss No-Deforestation and No-Co

267、nversion Program(for more information,see our website at Agriculture Program(for more information,see our website at collaborations through ADM Cares Risk Management:Sustainability risks are identified through several processes,including TCFD Scenario Analysis,and tracked and monitored in our ERM pr

268、ogram.In 2023,we launched our supply chain due diligence program and conducted a human rights saliency exercise.ADM has begun identifying and assessing nature-related issues using the LEAP framework from TNFD.KPIs,Goals and Disclosure:Tracking key performance indicators(KPIs)and setting goals and ta

269、rgets enables us to measure and demonstrate progress toward our sustainability strategy.In 2023,we added three new goals:We aim to eliminate native habitat conversion by 2025 in high risk areas of South America.We aim to have 25%of our total energy usage derived from low-carbon sources by 2035.We ai

270、m to reduce our absolute water usage by 10%by 2035 over a 2019 baseline.Our Corporate Sustainability Report contains specific data and disclosures and is available on our website at IMPACT ADM s corporate social investment program,ADM Cares,aligns the Company s corporate giving with its business str

271、ategies and sustainability objectives.Through the program,ADM works to sustain and strengthen its commitment to communities where ADM colleagues work and live by directing funding to initiatives and organizations driving meaningful social,economic,and environmental progress.Our three sustainability

272、focus areas of giving are:sustainability,food security,and health and well-being.24|ADM Proxy Statement 2024 CORPORATE GOVERNANCE Board Role in Overseeing Political Activities DIVERSITY,EQUITY,AND INCLUSION ADM believes diversity,equity,and inclusion(DE&I)are key business priorities that will enable

273、 ADM to continue innovating,driving growth through customer focus,and delivering outstanding performance for stockholders.Part of ADM s vision is to foster an inclusive culture with equitable opportunities for all employees so that all members of its diverse,global workforce belong and make meaningf

274、ul contributions to the success of each other and the Company.The Company s comprehensive DE&I strategy is focused on Recruitment,Advancement,Development,Retention,and Culture,and is supported by a global DE&I council,which reflects the Company s global business strategy across four regions of the w

275、orld.ADM s DE&I strategy is overseen by the Sustainability and Corporate Responsibility Committee of the Board.The Senior Vice President,Chief People and Diversity Officer meets periodically with the Sustainability and Corporate Responsibility Committee to discuss ADM s diversity progress and strate

276、gy.In support of ADM s commitment to a productive,diverse,and inclusive workforce,it is a signatory to the CEO Action for Diversity&InclusionTM and a member of Paradigm for Parity.At the industry level,ADM founded and currently participates in Together We Grow,a consortium of agricultural industry l

277、eaders united in a shared belief that American agriculture s best days are yet to come.Emphasizing diversity and inclusion,Together We Grow works to build a modern workforce with the skills,experience,and capabilities needed to keep pace with the growing world.For additional details,please see our A

278、nnual Report on Form 10-K for the fiscal year ended December 31,2023.SAFETY At ADM,we are committed to providing a safe working environment for all our employees and contractors.For the last several years,the Company has been working to significantly reduce its incident rate by strengthening its saf

279、ety culture and systems so everyone will go home safely to their families and the things that are most important to them.ADM sets high standards for the safety of our employees,contractors,and workplaces,including maintaining a goal of zero fatalities.In 2023,we did not meet our expectations for saf

280、ety.The Company had two ADM colleague fatalities and 12 serious injuries in 2023.About 76%of ADM s sites completed the year without recordable injuries and about 90%without lost workday injuries.The Company is taking a series of actions to improve not only the occupational safety of our colleagues,b

281、ut also to improve the full process systems that support our daily operations efforts.Through the guidance of the Environmental,Health,and Safety Technology Center,the operations teams focused on the following programs to reduce the most serious injuries:Safe Work Permit and Last Minute Risk Assessm

282、ent Standards;Gloves Clock-to-Clock Program;New Site Integration Process;and Loss Prevention Principles Through continued application of these programs,ADM aims to continue to reduce its recordable injury rate in 2024 versus 2023.For additional details,please see our Annual Report on Form 10-K for t

283、he fiscal year ended December 31,2023.Board Role in Overseeing Political Activities The Board of Directors believes that participation in the political process is important to our business and our communities.ADM and our political action committee(ADMPAC),funded by our employees voluntary contributi

284、ons,support candidates in a bipartisan manner.These candidates and elected officials represent assets and/or areas with a large colleague presence and have a role in advancing our policy priorities related to our business.Contributions are not an endorsement of every position taken by an official on

285、 every issue.Decisions by ADMPAC to support particular candidates and/or organizations are made consistent with the ADM PAC By-Laws and guided by our policies.ADMPAC submits to the Federal Election Commission(FEC)regular,detailed reports on all political contributions.Reports are publicly available

286、on the FEC s website.Similarly,contributions to state candidates are disclosed to relevant state authorities and typically disclosed on individual states websites.In addition to our contributions to individual candidates for public office and candidate committees,we also have supported a small numbe

287、r of so-called“527”groups,including the Democratic Governors Association,Democratic Legislative Campaign Committee,Democratic Lieutenant Governors Association,the Republican Governors Association,and the Republican State Leadership Committee.We do not support independent political expenditures or 50

288、1(c)(4)organizations.Finally,we have memberships in several industry,trade,and business associations representing the agriculture and the business community.If a trade association engages in federal lobbying activity,the amount of dues associated with this advocacy are reported in our quarterly LD2

289、filings.ADM Proxy Statement 2024|25 CORPORATE GOVERNANCE Code of Conduct We engage in a centralized,deliberative process when making decisions about the Company s political participation to ensure that it complies with all applicable laws and makes appropriate disclosures.Contributions of greater th

290、an$1,000 require the approval of the board of directors of ADMPAC.The ADMPAC board of directors is chaired by the vice president of state government relations and composed of employees who represent various business and functional segments of the Company.Contributions of less than$1,000 may be autho

291、rized by the Company s vice president of government relations and vice president of state government relations.All contributions receive legal review by external counsel.The Board provides oversight of ADMPAC s and the Company s political activities,political contributions,and compliance with releva

292、nt laws.At each quarterly board meeting,the Nominating and Corporate Governance Committee,on behalf of the Board,reviews and provides guidance on our political contributions in the previous quarter.Any member of the Board may obtain further detailed information concerning political contributions,tra

293、de associations,compliance with federal and state laws,or any other related topic from the Company s Government Relations team.For more information on ADM s political policies and activities,please see https:/ of Conduct ADM recently completed a comprehensive review and update of its Code of Conduct

294、,which has been adopted by the Board and sets forth standards regarding matters such as honest and ethical conduct,compliance with law,and full,fair,accurate,and timely disclosure in reports and documents that we file with the Securities and Exchange Commission(SEC)and in other public communications

295、.The Code of Conduct applies to all of our directors,employees,and officers,including our principal executive officer,principal financial officer,and principal accounting officer.The Code of Conduct is available at our website,https:/ is available free of charge upon written request to ADM,Attention

296、:Secretary,77 West Wacker Drive,Suite 4600,Chicago,Illinois 60601.Any amendments to certain provisions of the Code of Conduct or waivers of such provisions granted to certain executive officers will be disclosed promptly on our website.Insider Trading Policy We have adopted an insider trading policy

297、 that governs the purchase,sale,and other dispositions and transactions in our securities by our directors,officers,and employees,which is reasonably designed to promote compliance with insider trading laws,rules,and regulations.26|ADM Proxy Statement 2024 CORPORATE GOVERNANCE Board,Committee,and Di

298、rector Evaluations Board,Committee,and Director Evaluations The Board of Directors believes that a robust annual evaluation process is a critical part of its governance practices.Accordingly,the Nominating and Corporate Governance Committee oversees an annual evaluation of the performance of the Boa

299、rd,each committee of the Board,and each individual director.This year,the Nominating and Corporate Governance Committee engaged an independent outside lawyer who had served as a director and general counsel of public companies to conduct an in-depth interview of each director on the performance of t

300、he Board,committees,and individual directors.The outside lawyer provided reports on each committee to the chair of the committee,and reports on individual directors to the Board Chair,the Lead Director,and the Chair of the Nominating and Corporate Governance Committee.The Lead Director then delivere

301、d to and discussed with each individual director the evaluation of such director.Results of the performance evaluations of the committees and the Board were discussed at appropriate committee meetings and with the full Board.The Board utilizes the results of these evaluations in making decisions on

302、board agendas,board structure,committee responsibilities and agendas,and continued service of individual directors on the Board.Interviews with independent outside lawyer Results delivered to Board Chair,Lead Director,and Chair of the Nominating and Governance Committee Individual evaluations are di

303、scussed with each director Committee and Board evaluations are discussed at committee meetings and with the full Board Independence of Directors The Board of Directors has reviewed business,familial,and charitable relationships between our Company and each non-employee director and director nominee

304、to determine compliance with applicable NYSE independence standards and our bylaw independence standards,and to evaluate whether there are any other facts or circumstances that might impair a director s or nominee s independence.Based on that review,the Board has determined that ten of its eleven cu

305、rrent members,Messrs.Burke,Colbert,Collins,Crews,Moore,and Westbrook,Mses.Harrison and Sandler,and Drs.de Brabander and Schlitz are independent.Mr.Luciano is not independent under the NYSE or bylaw standards because of his employment with us.In determining that each director and nominee is independe

306、nt(other than Mr.Luciano),the Board reviewed the following transactions,relationships,or arrangements where the director is an officer of the third party.The Board determined that the amounts or relationships involved in each of the following matters fall below applicable thresholds or outside the N

307、YSE or bylaw independence standards,that neither of the directors had a direct or indirect material interest in the matters described below,and that such matters do not impair the independence of any director or nominee.Name Matters Considered E.de Brabander Ordinary course business with Elanco,wher

308、e she serves as Executive Vice President of Innovation and Regulatory Affairs(purchases from ADM of various products and sales to ADM of various products,all on an arm s length basis).L.Z.Schlitz Ordinary course business with Johnson Controls,where she serves as Vice President and President,Global P

309、roducts(purchases from ADM of certain equipment products and services on an arm s length basis).In addition,the Board noted that the following directors are,or were during 2023,a member of the board of the following organizations that ADM had purchases from,or sales to,during 2023:Mr.Collins,Cibus,I

310、nc.and Pivot Bio;Mr.Crews,WestRock Company;Ms.Harrison,WestRock Company and Ashland Global Holdings;Ms.Sandler,Keurig Dr.Pepper Inc.and Pharmavite;and Mr.Westbrook,Mosaic Company and T-Mobile US,Inc.Because in each case such transactions were on an arm s length basis,the director served only as a bo

311、ard member of such organization,and none of the directors had a direct or indirect material interest in the matters described above,the Board determined that such matters do not impair the independence of any director.ADM Proxy Statement 2024|27 CORPORATE GOVERNANCE Corporate Governance Guidelines C

312、orporate Governance Guidelines The Board has adopted Corporate Governance Guidelines that govern the structure and functioning of the Board and set forth the Board s policies on governance issues.The guidelines,along with the written charters of each of the committees of the Board and our bylaws,are

313、 posted on our website,https:/ are available free of charge upon written request to ADM,Attention:Secretary,77 West Wacker Drive,Suite 4600,Chicago,Illinois 60601.Independent Executive Sessions In accordance with our Corporate Governance Guidelines,the non-management directors meet in executive sess

314、ion at least quarterly.If the non-management directors include any directors who are not independent pursuant to the Board s determination of independence,at least one executive session each year includes only independent directors.The Lead Director,or in his or her absence,the chair of the Nominati

315、ng and Corporate Governance Committee,presides at such meetings of independent directors.The non-management directors met in independent executive session four times during fiscal year 2023.Board Meetings and Attendance at Annual Meetings of Stockholders During the last fiscal year,the Board of Dire

316、ctors held seven meetings.All incumbent directors attended 75%or more of the combined total meetings of the Board and the committees on which they served during such period.Our Corporate Governance Guidelines provide that all directors standing for election are expected to attend the annual meeting

317、of stockholders.All director nominees standing for election at our last annual stockholders meeting held on May 4,2023,attended that meeting.Information Concerning Committees and Meetings The Board s standing committees for the year ended December 31,2023,consisted of the Audit,Compensation and Succ

318、ession,Nominating and Corporate Governance,Sustainability and Corporate Responsibility,and Executive Committees.Each committee operates pursuant to a written charter adopted by the Board,available on our website,.AUDIT COMMITTEE The Audit Committee consists of Mr.Burke(Chair),Mr.Colbert,Dr.de Braban

319、der,Ms.Harrison,Mr.Moore,and Ms.Sandler.The Audit Committee met nine times during the most recent fiscal year.All of the members of the Audit Committee were determined by the Board to be independent directors,as that term is defined in our bylaws,in the NYSE listing standards,and in Section 10A of t

320、he Exchange Act.No director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other public companies unless the Board determines that such service would not impair such director s ability to serve effectively on the Audit Committee.The Audi

321、t Committee reviews:1.the overall plan of the annual independent audit;2.financial statements;3.the scope of audit procedures;4.the performance of our independent auditors and internal auditors;5.the auditors evaluation of internal controls;6.the Company s oversight of risk and the ERM program;7.mat

322、ters of legal and regulatory compliance;8.the performance of our Company s tax,compliance,and insurance functions;9.business and charitable relationships and transactions between us and each non-employee director,director nominee,and executive officer to assess potential conflicts of interest and im

323、pairment of independence;and 10.the Company s earnings press releases and information provided to analysts and investors.For additional information with respect to the Audit Committee,see the sections of this proxy statement entitled“Board Role in Risk Oversight,”“Report of the Audit Committee,”and“

324、Audit Committee Pre-Approval Policies.”28|ADM Proxy Statement 2024 CORPORATE GOVERNANCE Information Concerning Committees and Meetings COMPENSATION AND SUCCESSION COMMITTEE The Compensation and Succession Committee consists of Mr.Westbrook(Chair),Mr.Colbert,Mr.Collins,and Dr.Schlitz.The Compensation

325、 and Succession Committee met four times during the most recent fiscal year.All of the members of the Compensation and Succession Committee were determined by the Board to be independent directors,as that term is defined in our bylaws and in the NYSE listing standards,including the NYSE listing stan

326、dards specifically applicable to compensation committee members.The Compensation and Succession Committee:1.establishes and administers a compensation policy for senior management;2.reviews and approves the compensation policy for all of our employees and our subsidiaries other than senior managemen

327、t;3.approves all compensation elements with respect to our directors,executive officers,and all employees with a base salary of$500,000 or more;4.reviews and monitors our financial performance as it affects our compensation policies or the administration of those policies;5.establishes and reviews a

328、 compensation policy for non-employee directors;6.reviews and monitors our succession plans;7.approves awards to employees pursuant to our incentive compensation plans;8.approves major modifications in the employee benefit plans with respect to the benefits that salaried employees receive under such

329、 plans;9.ensures succession processes are in place to aid business continuity;and 10.oversees and administers policies,plans,and agreements concerning the recoupment of incentive compensation,or“clawback policies.”The Compensation and Succession Committee provides reports to the Board and,where appr

330、opriate,submits actions to the Board for ratification.Members of management attend meetings of the committee and make recommendations to the committee regarding compensation for officers other than the Chief Executive Officer.In determining the Chief Executive Officer s compensation,the committee co

331、nsiders the evaluation prepared by the non-management directors.To the extent consistent with the General Corporation Law of Delaware,the committee may delegate the authority to grant equity awards to individuals who are not directors or executive officers.The charter for the Compensation and Succes

332、sion Committee also provides that the committee may form subcommittees and delegate tasks to them.For additional information on the responsibilities and activities of the Compensation and Succession Committee,including the committee s processes for determining executive compensation,see the section

333、of this proxy statement entitled“Compensation Discussion and Analysis.”NOMINATING AND CORPORATE GOVERNANCE COMMITTEE The Nominating and Corporate Governance Committee consists of Mr.Moore(Chair),Mr.Burke,Ms.Sandler,and Mr.Westbrook.The Nominating and Corporate Governance Committee met four times during the most recent fiscal year.All of the members of the Nominating and Corporate Governance Commit