Current Report Filing (8-k)
February 23 2017 - 5:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 16, 2017
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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1-44
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41-0129150
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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77 West Wacker Drive, Suite 4600
Chicago, Illinois
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60601
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (312)
634-8100
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to
Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e) Annual grants of equity awards approved by the Compensation Committee (Committee) of the Board of Directors of
Archer-Daniels-Midland Company (the Company) under the terms of the Companys 2009 Incentive Compensation Plan (the Plan) were made to the Companys named executive officers (NEOs) effective
February 16, 2017. The grant date fair value of the awards to be received by each NEO has been allocated 50% to a performance share unit (PSU) award and 50% to a time-vested restricted stock unit (RSU) award.
A PSU award is expressed in terms of a target number of PSUs, with between 0% and 200% of that target number capable of being earned and vesting following a
three-year performance period (fiscal years 2017-2019) depending on (i) the Companys relative total shareholder return as compared to the companies in the S&P 100 Industrials Index (25% weighting), (ii) the degree to which the Company
achieves specified return on invested capital goals (37.5% weighting), and (iii) the degree to which the Companys EBITDA exceeds its EBITDA during fiscal years 2014-2016 (37.5% weighting). Assuming continued employment of the NEO, the
number of PSUs determined to have been earned at the end of the performance period will vest at that time, and an award of RSUs will vest on the third anniversary of the grant date. Each vested PSU and RSU will be paid out in one share of the
Companys common stock.
PSU and RSU awards will be forfeited if an NEOs employment ends before the scheduled vesting date except in situations
involving retirement, disability, death or a change in control. If employment ends due to retirement or disability before the scheduled vesting date, the same number of PSUs that would have been earned at the end of the performance period if
employment had continued will vest on the scheduled vesting date, and the RSUs will continue to vest. If employment ends due to an NEOs death, all of the RSUs will vest and a portion of the PSUs will vest based on actual performance against
the performance goals during any fiscal year(s) completed during the performance period prior to the date of death, and on assumed target performance for the balance of the performance period.
If a change in control of the Company occurs before the scheduled vesting dates of the awards, the PSUs and RSUs will be subject to accelerated vesting and
payout only if an NEOs employment is terminated without cause, or the NEO resigns for good reason, within 24 months after the change in control, or if the surviving entity in the change in control transaction refuses to continue, assume or
replace the awards. In either event, the RSUs will vest in full, and the PSUs will vest in the same manner as provided in the event of a recipients death.
The PSU and RSU award agreements also provide that an award will be forfeited and any shares already issued pursuant to the award (or the value thereof at the
vesting date) will be recoverable by the Company if an NEO is terminated for cause, or if an NEO violates any restrictive covenants (such as
non-competition,
non-solicitation
and confidentiality) during the NEOs employment and for a
two-year
period after the award vests.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ARCHER-DANIELS-MIDLAND COMPANY
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Date: February 23, 2017
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By
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/s/ D. Cameron Findlay
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D. Cameron Findlay
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Senior Vice President, General Counsel, and Secretary
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