Proxy Statement (definitive) (def 14a)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

ARCHER-DANIELS-MIDLAND COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☑	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


(1)		Title of each class of securities to which transaction applies:


(2)		Aggregate number of securities to which transaction applies:


(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


(4)		Proposed maximum aggregate value of transaction:


(5)		Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


(1)		Amount Previously Paid:


(2)		Form, Schedule or Registration Statement No.:


(3)		Filing Party:


(4)		Date Filed:

ARCHER-DANIELS-MIDLAND COMPANY

77 West Wacker Drive, Suite 4600, Chicago, Illinois 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 at the JAMES R. RANDALL RESEARCH CENTER located at 1001 Brush College Road, Decatur, Illinois, on Thursday, May 3, 2018, commencing at 8:30 A.M., for the following purposes:

(1) To elect directors to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified;

(2) To ratify the appointment by the Board of Directors of Ernst & Young LLP as independent auditors to audit the accounts of our company for the fiscal year ending December 31, 2018;

(3) To consider an advisory vote on the compensation of our named executive officers;

(4) To approve the material terms of the ADM Employee Stock Purchase Plan;

(5) To consider and act upon the stockholder’s proposal regarding an independent board chairman set forth in the accompanying proxy statement; and

(6) To transact such other business as may properly come before the meeting.

By Order of the Board of Directors

D. C. FINDLAY, SECRETARY

March 23, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON MAY 3, 2018: THE PROXY STATEMENT AND ANNUAL

REPORT TO STOCKHOLDERS ARE AVAILABLE AT

https://www.proxy-direct.com/MeetingDocuments/29653/ARCHER-DANIELS-MIDLAND.pdf.

TABLE OF CONTENTS


PROXY SUMMARY			1

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			4

PROPOSAL NO. 1 — ELECTION OF DIRECTORS FOR A ONE-YEAR TERM			6
Director Nominees			7
Director Experiences, Qualifications, Attributes, and Skills; Board Diversity			10
Director Nominations from Stockholders			10

BOARD LEADERSHIP AND OVERSIGHT			11
Board Leadership Structure			11
Board Role in Risk Oversight			11
Board Role in Overseeing Political Activities			12

DIRECTOR EVALUATIONS; SECTION 16(a) REPORTING COMPLIANCE			14
Board, Committee, and Director Evaluations			14
Section 16(a) Beneficial Ownership Reporting Compliance			14

INDEPENDENCE OF DIRECTORS			15
NYSE Independence			15
Bylaw Independence			16
Corporate Governance Guidelines			16
Independent Executive Sessions			16

INFORMATION CONCERNING COMMITTEES AND MEETINGS			17
Board Meetings and Attendance at Annual Meeting of Stockholders			17
Audit Committee			17
Compensation/Succession Committee			17
Nominating/Corporate Governance Committee			18
Executive Committee			18

STOCKHOLDER OUTREACH AND ENGAGEMENT; CODE OF CONDUCT			19
Communications with Directors			19
Code of Conduct			19

EXECUTIVE STOCK OWNERSHIP			20
Executive Stock Ownership Policy			20
Executive Officer Stock Ownership			20

COMPENSATION DISCUSSION AND ANALYSIS			21
Executive Summary			21
Components of Executive Compensation			22
Executive Compensation Best Practices			25
Oversight of Executive Compensation			26
2017 Executive Compensation			28
Peer Group			33
Employment Agreements, Severance, and Change-in-Control Benefits			34
Governance Features of Our Executive Compensation Programs			34
Compensation/Succession Committee Report			35
Compensation/Succession Committee Interlocks and Insider Participation			36

EXECUTIVE COMPENSATION			37
Summary Compensation Table			37
Grants of Plan-Based Awards During Fiscal Year 2017			38
Outstanding Equity Awards at Fiscal Year 2017 Year-End			40
Option Exercises and Stock Vested During Fiscal Year 2017			41
Pension Benefits			41
Qualified Retirement Plan			42
Supplemental Retirement Plan			43
Nonqualified Deferred Compensation			43
Termination of Employment and Change-in-Control Arrangements			45
CEO Pay Ratio			47



DIRECTOR COMPENSATION			48
Director Compensation for Fiscal 2017			48
Director Compensation for Fiscal 2018			49
Director Stock Ownership Guidelines			49

EQUITY COMPENSATION PLAN INFORMATION; RELATED TRANSACTIONS			50
Equity Compensation Plan Information at December 31, 2017			50
Review and Approval of Certain Relationships and Related Transactions			50
Certain Relationships and Related Transactions			50

REPORT OF THE AUDIT COMMITTEE			51

PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			53
Fees Paid to Independent Auditors			53
Audit Committee Pre-Approval Policies			53

PROPOSAL NO. 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION			54

PROPOSAL NO. 4 — APPROVAL OF THE ADM EMPLOYEE STOCK PURCHASE PLAN			55

PROPOSAL NO. 5 —STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN			58

SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER MATTERS			61
Stockholders with the Same Address			61
Other Matters			61

ANNEX A: DEFINITION AND RECONCILIATION OF NON-GAAP MEASURES			A-1

ANNEX B: ADM EMPLOYEE STOCK PURCHASE PLAN			B-1

PROXY SUMMARY

The following is a summary of certain key disclosures in this proxy statement. This is only a summary, and it may not contain 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 2017 Annual Report on Form 10-K.

General Information

See pages 4–5

Meeting: Annual Meeting of Stockholders

Date: Thursday, May 3, 2018

Time: 8:30 A.M.

Location: JAMES R. RANDALL RESEARCH CENTER,

1001 Brush College Road, Decatur, Illinois

Record Date: March 12, 2018

Stock Symbol: ADM

Exchange: NYSE

Common Stock Outstanding: 558,872,570 as of March 12, 2018

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

Corporate Website: www.adm.com

Executive Compensation

See pages 37–47

CEO: Juan R. Luciano

CEO 2017 TOTAL DIRECT COMPENSATION:

• Salary: $1,300,008

• Non-Equity Incentive Plan Compensation: $12,166,416

• Long-Term Incentives: $2,251,600

CEO Employment Agreement: No

Change-in-Control Agreement: No

Stock Ownership Guidelines: Yes

Hedging Policy: Yes

Other Items to Be Voted On

See pages 53–60

Ratification of Appointment of Independent Registered Public Accounting Firm (Ernst & Young LLP)

Advisory Vote on Executive Compensation

Approval of the ADM Employee Stock Purchase Plan

Consideration and Action Upon the Stockholder’s Proposal Regarding Independent Board Chairman

Corporate Governance

See pages 11–19

Director Nominees: 12

• Alan L. Boeckmann (Independent)

• Michael S. Burke (Independent)

• Terrell K. Crews (Independent)

• Pierre Dufour (Independent)

• Donald E. Felsinger (Independent)

• Suzan F. Harrison (Independent)

• Juan R. Luciano

• Patrick J. Moore (Independent)

• Francisco J. Sanchez (Independent)

• Debra A. Sandler (Independent)

• Daniel T. Shih (Independent)

• Kelvin R. Westbrook (Independent)

Director Term: One year

Director Election Standard: Majority voting standard for uncontested elections

Board Meetings in 2017: 10

Standing Board Committees (Meetings in 2017):

• Audit (9)

• Compensation/Succession (4)

• Nominating/Corporate Governance (4)

Supermajority Voting Requirements: No

Stockholder Rights Plan: No


ADM Proxy Statement 2018		1

PROXY SUMMARY

GOVERNANCE HIGHLIGHTS

Our Board of Directors views itself as the 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 employees, business partners, and others. 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 corporate 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 ethics, are critical to providing lasting value to the stockholders of our company.


We use majority voting for uncontested director elections.		10 of our 11 current directors are independent and only independent directors serve on the Audit, Compensation/Succession, and Nominating/Corporate Governance 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 management, and has broad powers as described on page 11. We recently enhanced the Lead Director’s responsibilities, as described on page 11.		Our independent directors meet in executive session at each regular in-person board meeting.
We have a policy prohibiting directors and officers from trading in derivative securities of our company, and no NEOs or directors have pledged any company stock.		Significant stock ownership 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 our Board.		Individuals cannot stand for election as a director once they reach age 75, and our Corporate Governance Guidelines set forth limits on the number of for-profit 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” provision under which a small group of stockholders who 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.

DIRECTOR NOMINEE QUALIFICATIONS AND EXPERIENCE

The following chart provides summary information about each of our director nominees’ skills and experiences. More detailed information is provided in each director nominee’s biography beginning on page 7.

Director Nominee

Current or Recent

CEO

Non-U.S.

Experience

Risk

Management

Experience

M&A

Experience

Government/

Public

Policy

Experience

Agriculture or

Food Industry

Experience

Corporate

Governance

Experience

A. L. Boeckmann

M. S. Burke

T. K. Crews

P. Dufour

D. E. Felsinger

S. F. Harrison

J. R. Luciano

P. J. Moore

F. J. Sanchez

D. A. Sandler

D. T. Shih

K. R. Westbrook


2		ADM Proxy Statement 2018

PROXY SUMMARY

VOTING MATTERS AND BOARD RECOMMENDATIONS


Proposal	Board Voting Recommendation	Page Reference
Proposal No. 1 — Election of Directors	FOR	6
Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	53
Proposal No. 3 — Advisory Vote on Executive Compensation	FOR	54
Proposal No. 4 — Approval of the ADM Employee Stock Purchase Plan	FOR	55
Proposal No. 5 — Consideration and Action Upon the Stockholder’s Proposal Regarding Independent Board Chairman	AGAINST	58


ADM Proxy Statement 2018		3

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

PROXY STATEMENT

General Matters

Our Board of Directors asks that you complete the accompanying proxy for the annual stockholders’ meeting. The meeting will be held at the time, place, and location mentioned in the Notice of Annual Meeting included in these materials. This year, we will be using the “Notice and Access” method 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 2017 Annual Report on Form 10-K and how to vote electronically via the internet. This notice will also contain instructions on how to request a paper copy of the proxy materials. Those stockholders who previously have opted 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 form around March 23, 2018.

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 $24,000 plus reasonable project management fees 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 forwarding proxy materials to their principals.

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, our 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.

Our common stockholders of record at the close of business on March 12, 2018, are the only people entitled to notice of the annual meeting and to vote at the meeting. At the close of business on March 12, 2018, we had 558,872,570 outstanding 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. Our stockholders and advisors to our company are the only people entitled to attend the annual meeting. We reserve the right to direct stockholder representatives with the proper documentation to an alternative room to observe the meeting.

All stockholders will need a form of photo identification to attend the annual meeting. If you are a stockholder of record and plan to attend, please detach the admission ticket from the top of your proxy card and bring it with you to the meeting. The number of people we will admit to the meeting will be determined by how the shares are registered, as indicated on the admission ticket. If you are a stockholder whose shares are held by a broker, bank, or other nominee, please request an admission ticket by writing to our office at Archer-Daniels-Midland Company, Investor Relations, 4666 Faries Parkway, Decatur, Illinois 62526-5666. Your letter to our office must include evidence of your stock ownership. You can obtain evidence of ownership from your broker, bank, or nominee. The number of tickets that we send will be determined by the manner in which shares are registered. If your request is received by April 19, 2018, an admission ticket will be mailed to you. Entities such as a corporation or limited liability company that are stockholders may send one representative to the annual meeting, and the representative should have a pre-existing relationship with the entity represented. All other admission tickets can be obtained at the registration table located at the James R. Randall Research Center lobby beginning at 7:30 A.M. on the day of the meeting. Stockholders who do not pre-register will be admitted to the meeting only upon verification of stock ownership.

The use of cameras, video or audio recorders, or other recording devices in the James R. Randall Research Center is prohibited. The display of posters, signs, banners, or any other type of signage by any stockholder in the James R. Randall Research Center is also prohibited. Firearms are also prohibited in the James R. Randall Research Center.

Any request to deviate from the admittance guidelines described above must be in writing, addressed to our office at Archer-Daniels-Midland Company, Attention: Secretary, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, and received by us by April 19, 2018. We will also have personnel in the lobby of the James R. Randall Research Center beginning at 7:30 A.M. on the day of the meeting to consider special requests.

If you properly execute the enclosed proxy form, your shares will be voted at the meeting. You may revoke your proxy form at any time prior to voting by:

(1) delivering written notice of revocation to our Secretary;

(2) delivering to our Secretary a new proxy form bearing a date later than your previous proxy; or

(3) attending the meeting and voting in person (attendance at the meeting will not, by itself, revoke a proxy).


4		ADM Proxy Statement 2018

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

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 elected) 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 will be elected (the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that nominee). Approval of each other proposal presented in the proxy statement requires the affirmative vote of the holders of a majority of the outstanding shares of common stock present in person or by proxy at the meeting and entitled to vote on that matter. Shares not present at the meeting and shares voting “abstain” have no effect on the election of directors. For the other proposals to be voted on at the meeting, abstentions are treated as shares present or represented and voting, and therefore have the same effect as negative votes. Broker non-votes (shares held by brokers who do not have discretionary authority to vote on the matter and have not received voting instructions from their clients) are counted toward a quorum, but are not counted for any purpose in determining whether a matter has been approved.

PRINCIPAL HOLDERS OF VOTING SECURITIES

Based upon filings with the Securities and Exchange Commission (“SEC”), we know that the following stockholders are beneficial owners of more than 5% of our outstanding common stock shares:


Name and Address of Beneficial Owner	Amount	Percent Of Class
State Farm Mutual Automobile Insurance Company and related entities One State Farm Plaza, Bloomington, IL 61710	56,569,961 ⁽¹⁾	10.12
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355	44,808,924 ⁽²⁾	8.01
BlackRock, Inc. 55 East 52nd Street, New York, NY 10055	41,953,714 ⁽³⁾	7.51
State Street Corporation One Lincoln Street, Boston, MA 02111	32,600,161 ⁽⁴⁾	5.83

(1) Based on a Schedule 13G filed with the SEC on February 8, 2018, State Farm Mutual Automobile Insurance Company and related entities have sole voting and dispositive power with respect to 56,294,742 shares and shared voting and dispositive power with respect to 275,219 shares.

(2) Based on a Schedule 13G/A filed with the SEC on February 12, 2018, The Vanguard Group has sole voting power with respect to 791,706 shares, sole dispositive power with respect to 43,910,516 shares, shared voting power with respect to 132,079 shares, and shared dispositive power with respect to 898,408 shares.

(3) Based on a Schedule 13G/A filed with the SEC on February 8, 2018, BlackRock, Inc. has sole voting power with respect to34,400,114 shares and sole dispositive power with respect to 41,953,714 shares.

(4) Based on a Schedule 13G filed with the SEC on February 13, 2018, State Street Corporation has shared voting and dispositive power with respect to 32,600,161 shares.


ADM Proxy Statement 2018		5

PROPOSAL NO. 1

PROPOSAL NO. 1 — ELECTION OF DIRECTORS FOR A ONE-YEAR TERM

Our Board of Directors has fixed the size of the current board at twelve. Eleven of the twelve nominees proposed for election to our Board of Directors are currently members of our Board and have been elected previously by our stockholders. The new nominee for election is Michael S. Burke. Mr. Burke was identified by the Nominating/Corporate Governance Committee as a potential nominee, with assistance from a third-party search firm retained to identify director candidates, and was recommended by the Nominating/Corporate Governance Committee after it completed its interview and vetting process. Unless you provide different directions, we intend for board-solicited proxies (like this one) to be voted for the nominees named below.

If elected, the nominees would hold office until the next annual stockholders’ meeting and until their successors are elected and qualified. 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 of Directors. Alternatively, the Board of Directors could reduce the size of the board. The Board has no reason to believe that any nominee will be unable to serve as a director.

Our bylaws require that each director be elected by a majority of votes cast with respect to that director in an uncontested election (where the number of nominees is the same as the number of directors to be elected). In a contested election (where the number of nominees exceeds the number of directors to be elected), the plurality voting standard governs the election of directors. Under the plurality standard, the number of nominees equal to the number of directors to be elected who receive more votes than the other nominees are elected to the Board, regardless of whether they receive a majority of the votes cast. Whether an election is contested or not is determined as of the day before we first mail our meeting notice to stockholders. This year’s election was determined to be an uncontested election, and the majority vote standard will apply. 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 resignation 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/Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation. The Board will act on the Nominating/Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days after the date the election results are certified. The Board will nominate for election or re-election as director, and will elect as directors to fill 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 “holdover director.”

The information below describes 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 first was elected as a director, and the number of shares of common stock beneficially owned as of March 12, 2018, 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 power with respect to the shares indicated as beneficially owned. Unless otherwise indicated, all of the nominees have been executive officers of their respective companies or employed as otherwise specified below for at least the last five years.

The Board of Directors recommends a vote FOR the election of the twelve nominees named below as directors. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.


6		ADM Proxy Statement 2018

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Alan L. Boeckmann

Age: 69

Director since: 2012

Common stock owned: 37,571(1)

Percent of class: *

Former Principal Occupation or Position: Non-Executive Chairman of Fluor Corporation (an engineering and construction firm) from 2011 – February 2012; Chairman and Chief Executive Officer of Fluor Corporation from 2002 – 2011.

Directorships of Other Publicly-Owned Companies: Director of Sempra Energy and BP p.l.c.

Qualifications and Career Highlights:

Prior to retiring in February 2012, Mr. Boeckmann served in a variety of engineering and executive management positions during his 35-plus year career with Fluor Corporation, including non-executive Chairman of the Board from 2011 to February 2012, Chairman of the Board and Chief Executive Officer from 2002 to 2011, and President and Chief Operating Officer from 2001 to 2002. His tenure with Fluor Corporation included responsibility for global operations and multiple international assignments. Mr. Boeckmann currently serves as a director of Sempra Energy and BP p.l.c. Mr. Boeckmann has been an outspoken business leader in promoting international standards for business ethics. His extensive board and executive management experience, coupled with his commitment to ethical conduct in international business activities, makes him a valuable addition to our Board of Directors.

Michael S. Burke

Age: 54

Director since: –

Common stock owned: 0

Percent of class: *

Principal Occupation or Position: Chairman and Chief Executive Officer of AECOM (a global infrastructure firm) since March 2015; Chief Executive Officer of AECOM since March 2014; President of AECOM from 2011 to March 2014.

Directorships of Other Publicly-Owned Companies: Chairman of AECOM; Director of Rentech Inc. and Rentech Nitrogen Fertilizer MLP within the past five years.

Qualifications and Career Highlights:

Mr. Burke was appointed Chief Executive Officer and Chairman of the Board of AECOM, an infrastructure firm that designs, builds, finances, and operates infrastructure assets in more than 150 countries. Mr. Burke joined AECOM in October 2005 and has held several leadership positions, including Senior Vice President, Corporate Strategy, Chief Corporate Officer, and Chief Financial Officer. Prior to joining AECOM, Mr. Burke was with the accounting firm KPMG LLP, serving in various leadership positions. Mr. Burke brings to our Board of Directors his deep expertise in accounting and finance, his experience as a CEO, and his involvement in projects throughout the world.

Terrell K. Crews

Age: 62

Director since: 2011

Common stock owned: 25,456(2)

Percent of class: *

Former Principal Occupation or Position: Executive Vice President, Chief Financial Officer and Vegetable Business Chief Executive Officer of Monsanto Company (an agricultural company) from 2007 – 2009.

Directorships of Other Publicly-Owned Companies: Director of WestRock Company and Hormel Foods Corporation; Director of Rock-Tenn Company within the past five years.

Qualifications and Career Highlights:

Mr. Crews retired from Monsanto Company in 2009. He served as Executive Vice President, Chief Financial Officer and Vegetable Business CEO for Monsanto Company from 2007 to 2009, and Executive Vice President and Chief Financial Officer from 2000 to 2007. Mr. Crews brings to our Board of Directors extensive expertise in finance and related functions, as well as significant knowledge of corporate development, agri-business, and international operations.

Pierre Dufour

Age: 62

Director since: 2010

Common stock owned: 28,382(3)

Percent of class: *

Former Principal Occupation or Position: Senior Executive Vice President of Air Liquide Group (a leading provider of gases for industry, health, and the environment) from 2007 – July 2017.

Directorships of Other Publicly-Owned Companies: Director of Air Liquide S.A. and National Grid plc.

Qualifications and Career Highlights:

Prior to retiring in July 2017, Mr. Dufour served as Senior Executive Vice President of Air Liquide Group, the world leader in gases for industry, health, and the environment. Having joined Air Liquide in 1997, Mr. Dufour was named Senior Executive Vice President in 2007. Mr. Dufour’s tenure with Air Liquide Group included supervision of operations in the Americas, Africa-Middle East, and Asia-Pacific zones, and he also was responsible for Air Liquide’s industrial World Business Lines, Engineering and Construction. Mr. Dufour was elected to the board of Air Liquide S.A. in May 2012 and the board of National Grid plc in February 2017. Mr. Dufour’s qualifications to serve as a director of our company include his substantial leadership, engineering, operations management, and international business experience.


ADM Proxy Statement 2018		7

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Donald E. Felsinger

Age: 70

Director since: 2010

Common stock owned: 48,793(1)

Percent of class: *

Former Principal Occupation or Position: Executive Chairman of Sempra Energy (an energy services company) from 2011 – December 2012.

Directorships of Other Publicly-Owned Companies: Director of Northrop Grumman Corporation and Gannett Co., Inc.

Qualifications and Career Highlights:

Mr. Felsinger brings extensive experience as a board member, chair and CEO with Fortune 500 companies. Mr. Felsinger retired as Executive Chairman of Sempra Energy in December 2012. His leadership roles at Sempra Energy and other companies have allowed him to provide our Board of Directors with his expertise in mergers and acquisitions, environmental matters, corporate governance, strategic planning, engineering, finance, human resources, compliance, risk management, international business, and public affairs.

Suzan F. Harrison

Age: 60

Director since: 2017

Common stock owned: 2,399(1)

Percent of class: *

Principal Occupation or Position: President of Global Oral Care at Colgate-Palmolive Company (a global household and consumer products company) since 2011; President of Hill’s Pet Nutrition Inc. North America from 2009 – 2011; Vice President, Marketing for Colgate U.S. from 2006 – 2009.

Qualifications and Career Highlights:

Ms. Harrison is currently President of Global Oral Care at Colgate-Palmolive Company, a worldwide consumer products company focused on the production, distribution, and provision of household, health care, and personal products. She was previously President of Hill’s Pet Nutrition Inc. North America, a position she held from 2009 to 2011. Additionally, she served as Vice President, Marketing for Colgate U.S. from 2006 to 2009, and Vice President and General Manager of Colgate Oral Pharmaceuticals, North America and Europe from 2005 to 2006. Previously, Ms. Harrison held a number of leadership roles at Colgate commencing in 1983. Ms. Harrison’s qualifications to serve as a director of our company include her extensive leadership, management, operations, marketing, and international experience.

Juan R. Luciano

Age: 56

Director since: 2015

Common stock owned: 1,986,104(4)

Percent of class: *

Principal Occupation or Position: Chairman of the Board, Chief Executive Officer and President since January 2016; Chief Executive Officer and President since January 2015; President and Chief Operating Officer from February 2014 – December 2014; Executive Vice President and Chief Operating Officer from 2011 – February 2014.

Directorships of Other Publicly-Owned Companies: Director of Eli Lilly and Company and Wilmar International Limited.

Qualifications and Career Highlights:

Mr. Luciano joined ADM in 2011 as executive vice president and chief operating officer, was named president in February 2014, was named Chief Executive Officer in January 2015, and was named Chairman of the Board in January 2016. Mr. Luciano has overseen the commercial and production activities of ADM’s Corn, Oilseeds, and Agricultural Services businesses, as well as its research, project management, procurement, and risk management functions. He also has overseen the company’s operational excellence initiatives, which seek to improve productivity and efficiency companywide. He has led the company’s efforts to improve its capital, cost, and cash positions. Previously, Mr. Luciano was with The Dow Chemical Company, where he last served as executive vice president and president of the performance division.

Patrick J. Moore

Age: 63

Director since: 2003

Common stock owned: 52,293(1)

Percent of class: *

Principal Occupation or Position: President and Chief Executive Officer of PJM Advisors, LLC (an investment and advisory firm) since 2011; Chief Executive Officer of Smurfit-Stone Container Corporation from 2010 – 2011(5).

Directorships of Other Publicly-Owned Companies: Vice Chairman of Energizer Holdings, Inc.; Director of Rentech Inc. and Exelis, Inc. within the past five years.

Qualifications and Career Highlights:

Mr. Moore retired as Chief Executive Officer of Smurfit-Stone Container Corporation in 2011, and held positions of increasing importance at Smurfit-Stone and related companies since 1987. Prior to 1987, Mr. Moore served 12 years at Continental Bank in various corporate lending, international banking, and administrative positions. Mr. Moore brings to our Board of Directors his substantial experience in leadership, banking and finance, strategy development, sustainability, and operations management.


8		ADM Proxy Statement 2018

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Francisco J. Sanchez

Age: 58

Director since: 2014

Common stock owned: 16,309(6)

Percent of class: *

Principal Occupation or Position: Senior Managing Director of Pt. Capital (a private equity firm) and Chairman of CNS Global Advisors (an international trade and investment consulting firm) since November 2013; Under Secretary for International Trade, U.S. Department of Commerce from 2010 – November 2013.

Directorships of Other Publicly-Owned Companies: Director of Good Resources Holdings Ltd. within the past five years.

Qualifications and Career Highlights:

Mr. Sanchez is the founder and chairman of the board of CNS Global Advisors, a firm focused on international trade and investment. In addition, he is a Senior Managing Director at Pt. Capital, a private equity firm focused on responsible investments in the Pan Arctic. In 2009, President Obama nominated Mr. Sanchez to be the Under Secretary for International Trade at the U.S. Department of Commerce. He was later unanimously confirmed by the U.S. Senate. Mr. Sanchez served in that role until November 2013. There he was responsible for strengthening the competitiveness of U.S. industry, promoting trade and investment, enforcing trade laws and agreements, and implementing the President’s National Export Initiative. Mr. Sanchez brings to our Board of Directors substantial experience in public policy, international trade, and international investment.

Debra A. Sandler

Age: 58

Director since: 2016

Common stock owned: 5,925(1)

Percent of class: *

Principal Occupation or Position: President of LaGrenade Group, LLC (a marketing consulting firm) since October 2015; Chief Health and Wellbeing Officer of Mars, Inc. from July 2014 – July 2015; President, Chocolate, North America of Mars, Inc. from April 2012 – July 2014; Chief Consumer Officer of Mars Chocolate North America from 2009 – March 2012.

Directorships of Other Publicly-Owned Companies: Director of Gannett Co., Inc.

Qualifications and Career Highlights:

Ms. Sandler is currently President of LaGrenade Group, LLC, a marketing consultancy she founded to advise consumer packaged goods companies operating in the Health and Wellness space. She was previously Chief Health and Wellbeing Officer of Mars, Inc., a position she held from July 2014 to July 2015. Additionally, she served as President, Chocolate, North America from April 2012 to July 2014, and Chief Consumer Officer, Mars Chocolate North America from November 2009 to March 2012. Prior to joining Mars, Ms. Sandler spent 10 years with Johnson & Johnson in a variety of leadership roles. She currently serves on the board of Gannett Co., Inc. Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing, and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson, and PepsiCo.

Daniel T. Shih

Age: 66

Director since: 2012

Common stock owned: 19,067(1)

Percent of class: *

Former Principal Occupation or Position: Deputy Chairman, Executive Director and Chief Strategy Officer of Stella International Holdings Limited (a developer and manufacturer of footwear) from 2008 – August 2013.

Qualifications and Career Highlights:

Mr. Shih served as Deputy Chairman, Executive Director and Chief Strategy Officer of Stella International Holdings Limited, a company listed on the Main Board of the Hong Kong Stock Exchange, from 2008 to August 2013. He previously held executive positions with PepsiCo (China) Investment Ltd. and Motorola (China) Electronic Ltd. Mr. Shih’s qualifications to serve as a director of the company include his extensive business experience in Asia and his expertise in business strategy, leadership development, joint ventures, and mergers and acquisitions.

Kelvin R. Westbrook

Age: 62

Director since: 2003

Common stock owned: 45,421(1)

Percent of class: *

Principal Occupation or Position: President and Chief Executive Officer of KRW Advisors, LLC (a consulting and advisory firm) since 2007; Chairman and Chief Strategic Officer of Millennium Digital Media Systems, L.L.C. (a broadband services company) (“MDM”)(7) from 2006 – 2007.

Directorships of Other Publicly-Owned Companies: Director of Stifel Financial Corp.(8), T-Mobile USA, Inc., and Mosaic Company; Trust Manager of Camden Property Trust.

Qualifications and Career Highlights:

Mr. Westbrook brings legal, media, and marketing expertise to the Board of Directors. He is a former partner of a national law firm, was the President, Chief Executive Officer, and co-founder of two large cable television and broadband companies, and was or is a member of the board of several high-profile companies, including T-Mobile USA, Inc. and the National Cable Satellite Corporation, better known as C-SPAN. In addition to Mr. Westbrook’s current service on public company boards, he also serves on the board of a multi-billion dollar not-for-profit healthcare services company.


ADM Proxy Statement 2018		9

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

* Less than 1% of outstanding shares

(1) Consists of stock units allocated under our Stock Unit Plan for Nonemployee Directors (the “Stock Unit Plan”) that are deemed to be the equivalent of outstanding shares of common stock for valuation purposes.

(2) Includes 24,696 stock units allocated under our Stock Unit Plan.

(3) Includes 20,682 stock units allocated under our Stock Unit Plan.

(4) Includes 318,709 shares held in trust, 238 shares held by a family-owned limited liability company, and 1,217,218 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 in January 2009.

(6) Includes 13,309 stock units allocated under our Stock Unit Plan.

(7) Broadstripe, LLC (formerly MDM) and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009, approximately fifteen months after Mr. Westbrook resigned from MDM.

(8) Mr. Westbrook has informed the board of directors of Stifel Financial Corp. that he will not stand for reelection at its annual meeting of stockholders in June 2018.

Director Experiences, Qualifications, Attributes, and Skills; Board Diversity

In assessing an individual’s qualifications to become a member of the Board, the Nominating/Corporate Governance Committee may consider various factors including education, experience, judgment, independence, integrity, availability, and other factors that the Committee deems appropriate. The Nominating/Corporate Governance Committee strives to recommend candidates that complement the current board members and other proposed nominees so as to further the objective of having a Board that reflects a diversity of background and experience with the necessary skills to effectively perform the functions of the Board and its committees. In addition, the Committee considers personal characteristics of nominees and current board members, including race, gender, and geographic origin, in an effort to obtain a diversity of perspectives on the Board.

The specific experience, qualifications, attributes, and skills that qualify each of our directors to serve on our Board are described in the biographies above.

Director Nominations from Stockholders

The Nominating/Corporate Governance Committee will consider nominees recommended by a stockholder, provided that the stockholder submits the nominee’s name in a written notice delivered to our Secretary at our principal executive offices not less than 60 nor more than 90 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 such anniversary date, the notice must be received at our principal executive offices not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made (whichever first occurs). Different notice delivery requirements may 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 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, and must be accompanied by a written consent from the proposed nominee to being named as a nominee and to serve as a director if elected, and a written statement from the proposed nominee as to whether he or she intends, 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. Stockholders may also have the opportunity to include nominees in our proxy statement by complying with the requirements set forth in Section 1.15 of our bylaws. All candidates, regardless of the source of their recommendation, are evaluated using the same criteria.


10		ADM Proxy Statement 2018

BOARD LEADERSHIP AND OVERSIGHT

BOARD LEADERSHIP STRUCTURE

Our company’s Board of Directors does not have a current requirement that the roles of Chief Executive Officer and Chairman of the Board 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 whether the roles of Chief Executive Officer and Chairman of the Board should be combined or separated. The Board’s implementation of a careful and seamless succession plan over the past several years demonstrates that the Board takes seriously its responsibilities under the Corporate Governance Guidelines to determine who should serve as Chairman 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, serve as Chairman is in the best interest of our stockholders 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 time that combining the roles of Chief Executive Officer and Chairman contributes to an efficient and effective board.

The independent directors elect a Lead Director at the Board’s annual meeting. Mr. Felsinger is currently serving as Lead Director. 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/Corporate Governance Committee regularly evaluates the responsibilities of the Lead Director and considers current trends regarding independent board leadership. Since the 2017 annual meeting, the Board enhanced the Lead Director’s responsibilities, as set forth in the Corporate Governance Guidelines, in connection with determining performance criteria for evaluating the Chief Executive Officer, evaluating the Board, committees, and individual directors, and planning for management succession. In accordance with our Corporate Governance Guidelines as so revised, the Lead Director: (i) presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, and regularly meets with the Chairman and Chief Executive Officer for discussion of appropriate matters arising from these sessions; (ii) coordinates the activities of the other independent directors and serves as liaison between the Chairman and the independent directors; (iii) consults with the Chairman and approves all meeting agendas, schedules, and information 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; (iv) interviews, along with the Chairman and the Chair and members of the Nominating/Corporate Governance Committee, all director candidates and makes recommendations to the Nominating/Corporate Governance Committee; (v) advises the Nominating/Corporate Governance Committee on the selection of members of the board committees; (vi) advises the board committees on the selection of committee chairs; (vii) works with the Chairman and Chief Executive Officer to propose a schedule of major discussion items for the Board; (viii) guides the Board’s governance processes; (ix) provides leadership to the Board if circumstances arise in which the role of the Chairman or Chief Executive Officer may be, or may be perceived to be, in conflict; (x) has the authority to call meetings of the independent directors; (xi) if requested by major stockholders, ensures that he or she is available for consultation and direct communication; (xii) leads the non-management directors in determining performance criteria for evaluating the Chief Executive Officer and coordinates the annual performance review of the Chief Executive Officer; (xiii) works with the Chair of the Compensation/Succession Committee to guide the Board’s discussion of management succession plans; (xiv) works with the Chair and members of the Nominating/Corporate Governance Committee to facilitate the evaluation of the performance of the Board, committees, and individual directors; and (xv) performs such other duties and responsibilities as the Board may determine.

In addition to electing a Lead Director, our independent directors facilitate the Board’s independence by meeting frequently as a group and fostering a climate of transparent communication. The high level of contact between our Lead Director and our Chairman between board meetings and the specificity contained in the Board’s delegation of authority parameters also serve to foster effective board leadership.

BOARD ROLE IN RISK OVERSIGHT

Management is responsible for day-to-day risk assessment and mitigation 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 our company’s risks. While the Board as a whole maintains 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 process and regularly 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 our Board of Directors regarding significant matters identified with respect to the foregoing.


ADM Proxy Statement 2018		11

BOARD LEADERSHIP AND OVERSIGHT

Management has established an Enterprise Risk Management Committee consisting of personnel representing multiple functional and regional areas within our company, with broad oversight of the risk management process.

BOARD OF DIRECTORS

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 enterprise risk management process

• regularly discusses the steps management has taken to monitor and control risk exposure

• regularly reports to the Board regarding significant matters identified

Nominating/Corporate

Governance Committee

• has authority to assign oversight of specific areas of risk to other committees

• recommends director nominees who it believes will capably assess and monitor risk

Compensation/ Succession Committee

• assesses potential risks associated with compensation decisions

• engages an outside consultant every other year to review the company’s compensation programs and evaluate the risks in such programs

SENIOR MANAGEMENT

Enterprise Risk Management Committee

• ensures implementation and maintenance of a process to identify, evaluate, and prioritize risks to achievement of our company’s objectives

• ensures congruence of risk decisions with our company’s values, policies, 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 consistency 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 risk assessment and control process, including development of relevant metrics and indicators

• reports regularly to senior management and our Board regarding the above-described processes and the most significant risks to our company’s objectives

BOARD ROLE IN OVERSEEING POLITICAL ACTIVITIES

Our Board of Directors believes that participation in the political process is important to our business. We and our political action committee (ADMPAC) therefore support candidates for political office and organizations that share our pro-growth vision, our aspirations for the future of global agriculture, and our commitment to the people who depend on it for their lives and livelihoods. Decisions to support particular candidates and/or organizations are subject to fixed policies and determined by the company’s best interests, not the personal political preferences of our company’s executives. ADMPAC submits to the Federal Election Commission (FEC) regular, detailed reports on all federal political contributions, which reports are available to the public 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 support a small number of so-called “527” groups, including the Democratic Governors Association, the Republican Governors Association, Ag America, and the Republican State Leadership Committee. We have not supported independent political expenditures or 501(c)(4) organizations. Finally, we have memberships in several industry, trade, and business associations representing agriculture and the business community. If a trade association engages in political activity, the amount of dues associated with this political advocacy is reported in our quarterly LD2 filings.


12		ADM Proxy Statement 2018

BOARD LEADERSHIP AND OVERSIGHT

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 than $1,000 typically require the approval of the board of directors of ADMPAC, a political action committee funded by our employees’ voluntary contributions. The ADMPAC board of directors is chaired by the vice president of state government relations and composed of employees who represent various areas of the company. Contributions of less than $1,000 may be authorized by the company’s vice president of government relations and vice president of state government relations.

Our Board of Directors provides oversight of ADMPAC’s and the company’s political activities, political contributions, and compliance with relevant laws. At each quarterly board meeting, ADM management provides the Nominating/Corporate Governance Committee with a detailed report on our political contributions in the previous quarter. Any member of the Board may obtain further detailed information concerning political contributions, trade associations, compliance with federal and state laws, or any other related topic.

For more information on ADM’s political policies and activities, please see https://www.adm.com/our-company/us-political-contributions.


ADM Proxy Statement 2018		13

DIRECTOR EVALUATIONS; SECTION 16(a) REPORTING COMPLIANCE

BOARD, COMMITTEE, AND DIRECTOR EVALUATIONS

The Board believes that a robust annual evaluation process is a critical part of its governance practices. Accordingly, the Nominating/Corporate Governance Committee oversees an annual evaluation of the performance of the Board of Directors, each committee of the Board, and each individual director. The Nominating/Corporate Governance Committee approves written evaluation questionnaires which are distributed to each director. The results of each written evaluation are provided to, and compiled by, an outside firm. Individual directors are evaluated by their peers in a confidential process. Our Lead Director works with the Chair and members of the Nominating/Corporate Governance Committee to facilitate the evaluation of the performance of the Board, committees, and individual directors, and delivers and discusses individual evaluation results with each director. The chair of the Nominating/Corporate Governance Committee delivers and discusses the Lead Director’s individual evaluation with him or her. Results of the performance evaluations of the committees and the Board are discussed at appropriate committee meetings and with the full board.

Our Board utilizes the results of these evaluations in making decisions on board agendas, board structure, committee responsibilities and agendas, and continued service of individual directors on the board.

LOGO

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors and executive officers to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. Based on our review of Forms 3, 4, and 5 that we have received from, or have filed on behalf of, our directors and executive officers, and on written representations from those persons that they were not required to file a Form 5, we believe that, during the fiscal year ended December 31, 2017, our directors and executive officers complied with all Section 16(a) filing requirements.


14		ADM Proxy Statement 2018

INDEPENDENCE OF DIRECTORS

NYSE Independence

The listing standards of the New York Stock Exchange, or NYSE, require companies listed on the NYSE to have a majority of “independent” directors. Subject to certain exceptions and transition provisions, the NYSE standards generally provide that a director will qualify as “independent” if the Board affirmatively determines that he or she has no material relationship with our company other than as a director, and will not be considered independent if:

1.	the director or a member of the director’s immediate family is, or in the past three years has been, one of our executive officers or, in the case of the director, one of our employees;

the director or a member of the director’s immediate family has received during any 12-month period within the last three years more than $120,000 per year in direct compensation from us other than for service as a director, provided that compensation received by an immediate family member for service as a non-executive officer employee is not considered in determining independence;

the director or an immediate family member is a current partner of one of our independent auditors, the director is employed by one of our independent auditors, a member of the director’s immediate family is employed by one of our independent auditors and personally works on our audits, or the director or a member of the director’s immediate family was within the last three years an employee of one of our independent auditors and personally worked on one of our audits;

4.	the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers at the same time serves or served on the compensation committee; or

the director is a current employee of, or a member of the director’s immediate family is an executive officer of, a company that makes payments to, or receives payments from, us in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues.

The Board of Directors has reviewed business and charitable relationships between us and each non-employee director and director nominee to determine compliance with the NYSE standards described above and our bylaw standards described below 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 current members, Messrs. Boeckmann, Crews, Dufour, Felsinger, Moore, Sanchez, Shih, and Westbrook, Ms. Harrison, and Ms. Sandler are independent, and that Mr. Burke, the director nominee, is also independent. Mr. Luciano is not independent under the NYSE or bylaw standards because of his employment with us.

In determining that Mr. Boeckmann is independent, the Board considered that, in the ordinary course of business, BP p.l.c. sold natural gas and fuel to our company and purchased ethanol and biodiesel from our company, all on an arm’s-length basis during the fiscal year ended December 31, 2017. Mr. Boeckmann is a director of BP. The Board determined that Mr. Boeckmann does not have a direct or indirect material interest in such transactions and that such transactions do not impair Mr. Boeckmann’s independence.

In determining that Mr. Burke is independent, the Board considered that, in the ordinary course of business, AECOM, of which Mr. Burke is Chairman and Chief Executive Officer, sold engineering services to our company and purchased various products from our company on an arm’s-length basis during the fiscal year ended December 31, 2017. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% of AECOM’s consolidated gross revenues, that Mr. Burke does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Burke’s independence.

In determining that Mr. Crews is independent, the Board considered that, in the ordinary course of business, WestRock Company, of which Mr. Crews is a director, purchased various products from our company and that Hormel Foods Corporation, of which Mr. Crews is a director, purchased certain commodity products from our company, all on an arm’s-length basis during the fiscal year ended December 31, 2017. The Board determined that Mr. Crews does not have a direct or indirect material interest in such transactions and that such transactions do not impair Mr. Crews’ independence.

In determining that Mr. Dufour is independent, the Board considered that, in the ordinary course of business, Air Liquide Group, of which Mr. Dufour was Senior Executive Vice President and is a director, sold certain chemicals to our company on an arm’s-length basis during the fiscal year ended December 31, 2017. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% of Air Liquide Group’s consolidated gross revenues, that Mr. Dufour does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Dufour’s independence.

In determining that Ms. Harrison is independent, the Board considered that, in the ordinary course of business, Colgate-Palmolive Company, of which Ms. Harrison is President of Global Oral Care, purchased various products from our company on an arm’s-length basis during the fiscal year ended December 31, 2017. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% of Colgate Palmolive Company’s consolidated gross revenues, that Ms. Harrison does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Ms. Harrison’s independence.


ADM Proxy Statement 2018		15

INDEPENDENCE OF DIRECTORS

In determining that Mr. Westbrook is independent, the Board considered that, in the ordinary course of business, Mosaic Company, of which Mr. Westbrook is a director, sold fertilizer products to our company and purchased certain logistics and other services from our company on an arm’s-length basis during the fiscal year ended December 31, 2017. The Board determined that Mr. Westbrook does not have a direct or indirect material interest in such transactions and that such transactions do not impair Mr. Westbrook’s independence.

Bylaw Independence

Section 2.8 of our bylaws also provides that a majority of the Board of Directors be comprised of independent directors. Under our bylaws, an “independent director” means a director who:

1.	is not a current employee or a former member of our senior management or the senior management of one of our affiliates;

2.	is not employed by one of our professional services providers;

3.	does not have any business relationship with us, either personally or through a company of which the director is an officer or a controlling shareholder, that is material to us or to the director;

4.	does not have a close family relationship, by blood, marriage, or otherwise, with any member of our senior management or the senior management of one of our affiliates;

5.	is not an officer of a company of which our Chairman or Chief Executive Officer is also a board member;

6.	is not personally receiving compensation from us in any capacity other than as a director; and

7.	does not personally receive or is not an employee of a foundation, university, or other institution that receives grants or endowments from us, that are material to us, the recipient, or the foundation/university/institution.

Corporate 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 posted on our website, www.adm.com, and are available free of charge upon written request to Archer-Daniels-Midland Company, 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 independent executive session 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 includes only independent directors. The Lead Director, or in his or her absence, the chairman of the Nominating/Corporate Governance Committee, presides at such meetings. The non-management directors met in independent executive session four times during fiscal year 2017.


16		ADM Proxy Statement 2018

INFORMATION CONCERNING COMMITTEES AND MEETINGS

BOARD MEETINGS AND ATTENDANCE AT ANNUAL MEETINGS OF STOCKHOLDERS

During the last fiscal year, our Board of Directors held ten 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 of stockholders. All director nominees standing for election at our last annual stockholders’ meeting held on May 4, 2017, attended that meeting, with the exception of Mr. Dufour.

INFORMATION CONCERNING COMMITTEES AND MEETINGS

The Board’s standing committees are the Audit, Compensation/Succession, Nominating/Corporate Governance, and Executive Committees. Each committee operates pursuant to a written charter adopted by the Board, available on our website, www.adm.com.

Audit Committee

The Audit Committee consists of Mr. Crews (Chairman), Mr. Dufour, Mr. Moore, Mr. Sanchez, 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 the 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 Audit Committee reviews:

the overall plan of the annual independent audit;

financial statements;

the scope of audit procedures;

the performance of our independent auditors and internal auditors;

the auditors’ evaluation of internal controls;

matters of legal and regulatory compliance;

the performance of our company’s compliance function;

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 impairment of independence; and

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 “Report of the Audit Committee” and “Audit Committee Pre-Approval Policies.”

Compensation/Succession Committee

The Compensation/Succession Committee consists of Mr. Westbrook (Chairman), Mr. Boeckmann, Mr. Dufour, Ms. Harrison, and Mr. Shih. The Compensation/Succession Committee met four times during the most recent fiscal year. All of the members of the Compensation/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 standards specifically applicable to compensation committee members.

The Compensation/Succession Committee:

establishes and administers a compensation policy for senior management;

reviews and approves the compensation policy for all of our employees and our subsidiaries other than senior management;

approves all compensation elements with respect to our directors, executive officers, and all employees with a base salary of $500,000 or more;

reviews and monitors our financial performance as it affects our compensation policies or the administration of those policies;

establishes and reviews a compensation policy for non-employee directors;

reviews and monitors our succession plans;

approves awards to employees pursuant to our incentive compensation plans;

approves major modifications in the employee benefit plans with respect to the benefits that salaried employees receive under such plans; and

ensures succession processes are in place to aid business continuity.


ADM Proxy Statement 2018		17

INFORMATION CONCERNING COMMITTEES AND MEETINGS

The Compensation/Succession Committee provides reports to the Board of Directors and, where appropriate, submits actions to the Board of Directors 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 considers the evaluation prepared by the non-management directors.

In accordance with the General Corporation Law of Delaware, the committee may delegate to one or more officers the authority to grant stock options to other officers and employees who are not directors or executive officers, provided that the resolution authorizing this delegation specifies the total number of options that the officer or officers can award. The charter for the Compensation/Succession 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/Succession Committee, including the committee’s processes for determining executive compensation, see the section of this proxy statement entitled “Compensation Discussion and Analysis.”

Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee consists of Mr. Moore (Chairman), Mr. Boeckmann, Ms. Sandler, Mr. Shih, and Mr. Westbrook. The Nominating/Corporate Governance Committee met four times during the most recent fiscal year. All of the members of the Nominating/Corporate Governance Committee were determined by the Board to be independent directors, as that term is defined in our bylaws and in the NYSE listing standards.

The Nominating/Corporate Governance Committee:

identifies individuals qualified to become members of the Board, including evaluating individuals appropriately suggested by stockholders in accordance with our bylaws;

recommends individuals to the Board for nomination as members of the Board and board committees;

develops and recommends to the Board a set of corporate governance principles applicable to the company;

leads the evaluation of the directors, the Board, and board committees; and

has oversight responsibility for the company’s corporate objectives and policies relating to social responsibility and sustainability.

Executive Committee

The Executive Committee consists of Mr. Luciano (Chairman), Mr. Felsinger (Lead Director), and the chairs of our three standing committees, Mr. Crews, Mr. Moore, and Mr. Westbrook. The Executive Committee met one time during the most recent fiscal year. The Executive Committee acts on behalf of the Board to determine matters which, in the judgment of the Chairman of the Board, do not warrant convening a special board meeting but should not be postponed until the next scheduled board meeting. The Executive Committee exercises all the power and authority of the Board in the management and direction of our business and affairs except for matters which are expressly delegated to another board committee and matters that cannot be delegated by the Board under applicable law, our certificate of incorporation, or our bylaws.


18		ADM Proxy Statement 2018

STOCKHOLDER OUTREACH AND ENGAGEMENT

As part of our commitment to effective corporate governance practices, in 2017 we reached out to many of our largest institutional stockholders to hold formal discussions with them to help us better understand the views of our investors on key topics. Our Lead Director (who, as discussed in the Corporate Governance Guidelines, ensures that he is available for consultation and direct communication with major stockholders) and senior management participated in these meetings to discuss and obtain feedback on corporate governance, executive compensation, and other related issues important to our stockholders. We share stockholder feedback with our Board and its committees to enhance both our governance practices and transparency of these practices to our stockholders. We review the voting results of our most recent annual meeting of stockholders, the stockholder feedback received through our engagement process, the governance practices of our peers and other large companies, and current trends in governance as we consider enhancements to our governance practices and disclosure. We value our dialogue with our stockholders and believe our outreach efforts, which are in addition to our other communication channels available to our stockholders and interested parties, help ensure our corporate governance, compensation, and other related practices continue to evolve and reflect the insights and perspectives of our many stakeholders. We welcome suggestions from our stockholders on how the Board and management can enhance this dialogue in the future.

Communications with Directors

We have approved procedures for stockholders and other interested parties to send communications to individual directors or the non-employee directors as a group. You should send any such communications in writing addressed to the applicable director or directors in care of the Secretary, Archer-Daniels-Midland Company, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601. All correspondence will be forwarded to the intended recipients.

CODE OF CONDUCT

The Board has adopted a Code of Conduct that 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 SEC and in other public communications. 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, www.adm.com , and is available free of charge upon written request to Archer-Daniels-Midland Company, Attention: 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.


ADM Proxy Statement 2018		19

EXECUTIVE STOCK OWNERSHIP

Executive Stock Ownership Policy

The Board of Directors believes that it is important for each member of our senior management to acquire and maintain a significant ownership position in shares of our common stock to further align the interests of senior management with the stockholders’ interests. Accordingly, we have adopted a policy regarding ownership of shares of our common stock by senior management. The policy calls for members of senior management to own shares of common stock with a fair market value within a range of one to six times that individual’s base salary, depending on each individual’s level of responsibility with our company. The stock ownership guidelines applicable to the named executive officers (as defined herein) are set forth below.


Executive		Ownership Guideline as a Multiple of Salary
J. R. Luciano		6.0x
R. G. Young		3.0x
D. C. Findlay		3.0x
G. A. Morris		3.0x
J. D. Taets		3.0x

Executive Officer Stock Ownership

The following table shows the number of shares of our common stock beneficially owned as of March 12, 2018, directly or indirectly, by each of the named executive officers.


Executive	Common Stock Beneficially Owned	Options Exercisable Within 60 Days	Percent of Class
J. R. LUCIANO	1,986,104(1)	1,217,218	*
R. G. YOUNG	959,014(2)	651,011	*
D. C. FINDLAY	501,984(3)	324,092	*
G. A. MORRIS	197,298(4)	76,666	*
J. D. TAETS	432,101(5)	250,019	*

* Less than 1% of outstanding shares

(1) Includes 318,709 shares held in trust, 238 shares held by a family-owned limited liability company, and stock options exercisable within 60 days.

(2) Includes 4,000 shares held in our Dividend Reinvestment Plan and stock options exercisable within 60 days.

(3) Includes stock options exercisable within 60 days.

(4) Includes 574 shares held in our 401(k) and Employee Stock Ownership Plan and stock options exercisable within 60 days

(5) Includes 869 shares held in our 401(k) and Employee Stock Ownership Plan and stock options exercisable within 60 days

Common stock beneficially owned as of March 12, 2018, by all directors, director nominees, and executive officers as a group, numbering 20 persons including those listed above, is 5,245,170 shares representing 0.94% of the outstanding shares, of which 270,163 shares represent stock units allocated under our Stock Unit Plan for Nonemployee Directors, 4,696 shares are held in our 401(k) and Employee Stock Ownership Plan, 4,486 shares are held in our Dividend Reinvestment Plan, 2,966,039 shares are unissued but are subject to stock options exercisable within 60 days, and no shares are subject to pledge.


20		ADM Proxy Statement 2018

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Philosophy and Objectives

ADM’s executive compensation programs are designed to align the interests of our executive officers with those of our shareholders. We believe in:

•

Rewarding executives for creating value for our stockholders.

•

Designing and providing market-competitive compensation programs, enabling us to attract and retain high quality executive talent by rewarding excellence in leadership and the successful implementation of our business strategy.

•

Encouraging a culture of pay-for-performance by requiring sufficient financial performance before awards may be earned and directly tying awards to quantifiable performance.

•

Delivering competitive levels of compensation to our executives if we achieve our performance goals and enhance stockholder value.

TABLE OF CO NTENTS


Section		Page
1.	Executive Summary		21
2.	Components of Executive Compensation		22
3.	Executive Compensation Best Practices		25
4.	Oversight of Executive Compensation		26
5.	2017 Executive Compensation		28
6.	Peer Group		33
7.	Employment Agreements, Severance, and Change-in-Control Benefits		34
8.	Governance Features of Our Executive Compensation Programs		34

SECTION 1 — EXECUTIVE SUMMARY

Our Compensation Elements

In 2017, the three key elements of our pay program continued to be base salary, annual cash incentive awards, and long-term incentive (LTI) awards. We refer to the combination of these three elements as “total direct compensation.”

We believe our salaries and performance-based annual cash incentives awards encourage and reward current business results while our LTI awards and stock ownership guidelines reward sustained performance.

2017 Compensation Changes

For 2017, the Compensation/Succession Committee approved a number of changes which included:

•

A move to market based LTI equity awards providing long term incentives for 2017 in amounts with a more direct tie to the company’s three-year future performance and value creation.

•

Grant of performance share units that may be earned over a three-year future performance period based on the degree to which the company achieves various performance metrics.

•

Provision for “double trigger” accelerated vesting upon a change in control, revised from prior single-trigger change in control.

•

Expansion of the scope of the LTI award forfeiture and recovery provisions to further mitigate risks associated with the compensation program and further protect the company’s interest against unfair and inappropriate conduct.

2017 ADM Performance

ADM delivered positive results in challenging market conditions, overcoming certain of the challenges we faced in 2016. In 2017, we grew earnings per share, improved returns on invested capital, and generated positive economic value added. Our focus on efficiency and costs during a challenging period helped to increase adjusted earnings per share to $2.43 in 2017, a 12.5 percent increase from 2016. We achieved a trailing four-quarter average adjusted return on invested capital (ROIC) of 6.4 percent, 40 basis points above our 2017 weighted average cost of capital (WACC) of 6.0 percent. Our 2017 Adjusted EBITDA was $3,187 million. We continued executing the most sweeping portfolio transformation in 115 years by acquiring, investing in, partnering with, or divesting around 20 companies since 2014 to expand and focus our product portfolio.


ADM Proxy Statement 2018		21

COMPENSATION DISCUSSION AND ANALYSIS

2017 Financial and Operating Performance Inclusive of 2017 Retroactive Biodiesel Blender’s Tax Credit ⁽¹⁾

The Compensation Succession Committee chose to recognize the 2017 retroactive biodiesel blender’s tax credit in the year it was earned even though it was not approved by Congress until February 2018. The Adjusted EBITDA and Adjusted ROIC metrics used to calculate the 2017 annual cash incentive target levels included the net benefits of the biodiesel blender’s tax credits and hence it was appropriate for the Committee to consider this in the performance compensation calculation. Those values are reflected below for FY2017. The value will be deducted from any performance compensation calculations in 2018.

LOGO

(1) Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization, adjusted to exclude the impact of certain items) and Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) are financial measures that have not been calculated in accordance with generally accepted accounting principles (“GAAP”), and are referred to as non-GAAP financial measures. Attached as Annex A to this Proxy Statement are more detailed definitions of these terms, a reconciliation of each to the most directly comparable GAAP financial measure, and related disclosures about the use of these non-GAAP financial measures.

Impact of 2017 ADM Performance on Executive Pay

ADM executive total direct compensation is delivered through a mix of cash and equity awards that emphasize multiple performance factors tied to stockholder value creation over near-, mid- and longer-term time horizons.

In 2017, we actively managed our business portfolio to further advance the largest portfolio transformation in the history of the company, which began in 2014. We accomplished this portfolio transformation, which began in 2014, while taking billions of dollars in run-rate costs out of the business, including $285 million in 2017, monetizing billions more in invested capital, $378 million of this in 2017. We also have returned nearly $8 billion to shareholders since 2014, $1.5 billion of that being in 2017.

SECTION 2 — COMPONENTS OF EXECUTIVE COMPENSATION

The company’s executive compensation program is built on a structure that balances short and long term performance. We believe our salaries and performance-based annual cash incentives awards encourage and reward current business results while our LTI awards and stock ownership guidelines reward sustained performance. The following chart summarizes the components and associated objectives of our fixed and performance-based pay for executives in 2017:


	Pay Element		Objective	Performance Rewarded
FIXED	Annual	Base Salary	Fixed pay to recognize an individual’s role and responsibilities	Reviewed annually and set based on competitiveness versus the external market, individual performance, and internal equity
PERFORMANCE BASED	Annual	Annual Cash Incentive	Achieve annual goals measured in terms of financial and individual performance linked to creation of stockholder value	Adjusted EBITDA, Adjusted ROIC, cost savings, monetization, revenue growth, group/business unit performance, and individual performance
	Long-Term	Restricted Stock Units (“RSUs”)	Align NEOs interests with stockholders and retain executive talent	Reward for achievement of key drivers of stockholder value as evidenced in our share price
		Performance Share Units (“PSUs”)	Align performance with interests with stockholders and retain executive talent	Reward for achievement of key drivers of company performance and stockholder value as evidenced in our Adjusted EBITDA, Adjusted ROIC, and relative TSR


22		ADM Proxy Statement 2018

COMPENSATION DISCUSSION AND ANALYSIS

Salary

The Compensation/Succession Committee establishes base salaries based on an executive’s position, skills, performance, experience, tenure, and responsibilities. The Committee annually assesses the competitiveness of base salary levels relative to salaries within the marketplace for similar executive positions. The Committee also considers factors such as individual performance, changes in responsibilities, and/or changes in competitive marketplace levels.

Annual Cash Incentive

We pay an annual cash incentive only if the company meets certain specified performance goals. The company’s annual cash incentive program emphasizes company-wide performance objectives to encourage the executives to focus on overall company success and leadership to generate the most value across the entire company. Our assessment of company performance is directly tied to stockholder expectations by ensuring the delivery of threshold levels of forward-looking metrics such as Adjusted EBITDA and Adjusted ROIC before awards may be earned. Individual performance and the Compensation/Succession Committee’s informed judgment are incorporated to ensure actual awards appropriately reflect the company’s operating environment and individual executive contributions.

The company’s 2017 annual cash incentive program was primarily based on several key measures of financial performance which are Adjusted EBITDA and Adjusted ROIC relative to annual WACC, with final awards based on company, group/business unit, and individual performance, as well as achievements related to the company’s strategic and business objectives. To better align with company performance, the annual cash bonus program was revised for 2017 to include a variable percentage of Adjusted EBITDA achieved and the achievement of three specific strategic goals. The three strategic goals for 2017 were: (i) achieve $225 million in run rate savings; (ii) monetize $300 million in invested capital through specific transactions not in the normal course of business that enhance asset turnover or are deployed for improved returns or accretion; and (iii) realize a $500 million increase in year-on-year revenue from recent acquisitions and major projects. For 2017, the recent acquisitions and major projects included destination marketing (including Medsofts), Crosswinds, a Morocco-based corn wet mill, Tianjin HFCS, AOR, WILD Flavors, SCI businesses, Campo Grande, Tianjin Fibersol, Harvest Innovations, Eatem Foods, and Bioactives. Depending on the achievement of the three goals and Adjusted EBITDA, the percentage of Adjusted EBITDA in excess of a specified threshold amount used to fund the bonus pool could range from 0.8% to 3.4%. Each strategic goal can increase the Adjusted EBITDA percentage by 0.2%, making the total range of Adjusted EBITDA 0.8% to 4.0%.

LTI Awards

The company’s LTI program is designed to reward sustained performance and to attract and retain talented executives and employees. Historically, the Compensation/Succession Committee has reviewed company performance by incorporating perspectives on company and market factors, including relative and absolute stockholder return and strategic, operating, and financial milestones.

For awards granted in 2017, LTI award grant sizes were based upon market-based equity awards. The performance-based LTI awards granted in 2017 used a mix of PSUs (50%) and RSUs (50%) to continue the alignment of the interests of the company’s Named Executive Officers (“NEOs”) and stockholders.


ADM Proxy Statement 2018		23

COMPENSATION DISCUSSION AND ANALYSIS

Benefits

In addition to these direct elements of pay, the company provides benefits to our NEOs to provide for basic health, welfare, and income security needs and to support the attraction, retention, and motivation of these employees. With few exceptions, such as supplemental benefits provided to employees whose benefits under broad-based plans are limited under applicable tax laws, the company’s philosophy is to offer the same benefits to all U.S. salaried employees as are offered to the company’s NEOs.


Retirement Program	Eligibility	Description
401(k) Plan/Employee Stock Ownership Plan	All salaried employees	Qualified defined contribution plan where employees may defer up to 75% of eligible pay, up to $18,500 for 2017. Employees who are 50 years of age or older can elect to make additional contributions of up to $6,000 for 2017. The company provides a 1% non-elective employer contribution and a match of 4% on the first 6% contributed by an employee. The employee contribution can be made pre-tax (401(k)) or after-tax (Roth 401(k)). Employees may also defer traditional after tax contributions into the plan for a total $55,000 savings opportunity including all contribution types (pre-tax, Roth, and after tax) plus any ADM matching and 1% non-elective contributions.
ADM Retirement Plan	All salaried employees	Those with less than 5 years of service as of January 1, 2009, participate in a qualified cash balance pension formula where the benefit is based on an accrual of benefit based on a stated percent of the participant’s base compensation each year. Those with 5 or more years of service as of January 1, 2009, participate in a qualified traditional defined benefit formula where the benefit is based on number of years of service and base salary during the later stages of employment. Effective December 31, 2021, the traditional defined benefit will sunset. Effective January 1, 2022, any participant in the traditional defined benefit pension will begin to accrue a benefit under the cash balance pension formula.
Deferred Compensation Plan	Employees with salaries above $175,000	Eligible participants may defer up to 75% of their annual base salary and up to 100% of their annual cash incentive until elected future dates. Earning credits are added to the deferred compensation account balances based upon hypothetical investment elections available under these plans and chosen by the participant. These hypothetical investment options correspond with the investment options (other than company common stock) available under the 401(k) Plan/Employee Stock Ownership Plan.
Supplemental Retirement Plan	Employees whose retirement benefit is limited by applicable IRS limits	Non-qualified deferred compensation plan that ensures participants in the Retirement Plan receive an aggregate retirement benefit that would have been received if not for certain limitations under applicable tax law.

Healthcare and Other Benefits. NEOs receive the same healthcare benefits as other employees. We provide a benefits package for employees (including NEOs) and their dependents, portions of which may be paid for by the employee. Benefits include: life, accidental death and dismemberment, health (including prescription drug), dental, vision, and disability insurance; dependent and healthcare reimbursement accounts; tuition reimbursement; paid time-off; holidays; and a matching gifts program for charitable contributions.

Perquisites. Consistent with our pay-for-performance philosophy, we limit executive perquisites. Perquisites are an additional form of income to the NEOs, as shown in the Summary Compensation Table, and the NEOs are individually responsible for any taxes related to this income. We provide our Chairman and CEO with limited personal use of company-owned aircraft. Use of the company-owned aircraft by other NEOs is by exception only. The Compensation/Succession Committee allows our Chairman and CEO to have access to the aircraft for personal use for security and efficiency reasons. See the notes to the Summary Compensation Table for a description of other perquisites provided to the NEOs.


24		ADM Proxy Statement 2018

COMPENSATION DISCUSSION AND ANALYSIS

SECTION 3 — EXECUTIVE COMPENSATION BEST PRACTICES

We annually review all elements of NEO pay and, where appropriate for our business and talent objectives and our stockholders, may make changes to incorporate and maintain current best practices. The following table provides a summary of “what we do” and “what we don’t do”.

What We Do

What We Don’t Do

✓ Pay-for-Performance: We tie compensation to performance by setting clear and challenging company financial goals and individual goals and having a majority of target total direct compensation consist of performance-based components

X No Employment Contracts/Agreements: We do not have an employment contract with any executive officer

✓ Multiple Performance Metrics: We use performance measures including Adjusted EBITDA and Adjusted ROIC and strategic company goals for revenue, savings, and monetization for annual cash incentives, as well as multi-year vesting or measurement periods

X No Dividends Paid on Unvested Performance Awards: We do not pay dividends on unvested performance-based awards

✓ Aggressive Stock Ownership and Retention Requirements: We have stock ownership and retention requirements for our NEOs. In 2017, we increased CEO stock ownership to 6x base salary. No sales can be made until guidelines are met.

X No Hedging: We prohibit NEOs from engaging in hedging transactions with company common stock

✓ Compensation-Related Risk Review: The Compensation/Succession Committee regularly reviews compensation-related risks, with the assistance of independent consultants, to confirm that any such risks are not reasonably likely to have a material adverse effect on the company

X No Repricing or Buyouts of Stock Options: Our equity plan prohibits repricing or buyouts of underwater stock options

✓ Clawback Policy: The company has a policy to recover previously paid cash and equity based incentive compensation from executives in the event of a financial restatement, ethical misconduct, or other specified circumstances

X No Gross Up of Excise Tax Payments: We do not allow gross up of excise tax payments

✓ Use of Independent Compensation Consultant: The Compensation/Succession Committee retains an independent compensation consulting firm that performs no other consulting services for the company and has no conflicts of interest

X No Excessive Executive Perks: With the exception of certain benefits provided under our expatriate program, executive perquisites are limited to executive physicals, limited personal use of the company aircraft, and company-provided life insurance

✓ Regular Review of Proxy Advisor Policies and Corporate Governance Best Practices: The Compensation/Succession Committee regularly considers proxy advisor and corporate governance best practices as they relate to our executive compensation programs

X No Excessive Pledging: We prohibit executives from pledging company securities if they have not met stock ownership guidelines, and we require our executives to obtain approval from our General Counsel before pledging company securities

✓ Forward Looking LTI Awards: Beginning in 2017, our PSUs use forward looking metrics for long term incentive awards; our NEOs receive performance share units as part of their annual long term incentive award

X Discontinued LTI Awards Issued with a “Look-Back” Approach: In 2017, we effectively transitioned away from a look-back approach for long-term incentive awards and moved to PSU awards that are based on forward-looking metrics

✓ Double Trigger: Double trigger accelerated vesting of equity awards applied for a change in control, previously a single trigger was applied.


ADM Proxy Statement 2018		25

COMPENSATION DISCUSSION AND ANALYSIS

Shareholder Engagement

Results of 2017 Advisory Vote on Executive Compensation

At the 2017 Annual Meeting of Stockholders, we held the company’s seventh advisory vote on executive compensation. Approximately 93% of the votes cast were in favor of this advisory proposal. The Compensation/Succession Committee believes that this strong level of support, and the similarly strong levels of support manifested in prior periods, affirm broad stockholder agreement with the alignment of existing executive compensation programs with stockholder interests and the Compensation/Succession Committee’s approach. After making significant changes to the executive compensation program in 2017 to more closely align with stockholder interests, the Committee considered this outcome in determining that no substantive changes in the executive compensation programs would occur for 2018. At the Annual Meeting of Stockholders to be held on May 3, 2018, we will again hold an advisory vote on executive compensation. The Compensation/Succession Committee will continue to consider stockholder feedback and the results from this year’s and future advisory votes on executive compensation.

Our company routinely conducts extensive proactive outreach to engage with key institutional shareholders in order to understand and address the key issues that are important to our shareholders as well as fostering long-term relationships. During the course of the year, an engagement team consisting of our Lead Independent Director, Compensation/Succession Committee Chair, SVP of Human Resources, General Counsel, and Investor Relations and Sustainability staff met with several institutional shareholders to discuss matters of governance, compensation, environmental, and other issues.

Executive Stock Ownership

The Board of Directors believes that it is important for each member of our senior management to acquire and maintain a significant ownership position in shares of our common stock to further align the interests of senior management with the stockholders’ interests. Accordingly, we have adopted a policy regarding ownership of shares of our common stock by senior management. The policy calls for members of senior management to own shares of common stock with a fair market value within a range of one to six times that individual’s base salary, depending on each individual’s level of responsibility with our company. The stock ownership guidelines applicable to our NEOs are set forth on page 20 under “Executive Stock Ownership.” As of March 12, 2018, each of our NEOs is in compliance with our stock ownership guidelines.

SECTION 4 — OVERSIGHT OF EXECUTIVE COMPENSATION

The Role of the Compensation/Succession Committee

The Compensation/Succession Committee is composed solely of independent directors and is responsible to the board of directors and the company’s stockholders for establishing the company’s compensation philosophy and establishing and administering the company’s compensation policies and programs consistent with this philosophy. The Compensation/Succession Committee’s responsibilities are set forth in its charter, which is available on the company’s website, www.adm.com. Additional information regarding the Compensation/Succession Committee’s authority to determine compensation can be found under the caption “Compensation/Succession Committee” elsewhere in this proxy.

The Role of the Board

The Board approves the company’s business plan, which is one of the factors used to set financial business objectives for the annual cash incentive plan. The independent directors establish and approve all performance criteria for evaluating the Chairman and CEO and annually evaluate the performance of the Chairman and CEO based on these criteria. The non-management directors also ratify the Chairman and CEO’s compensation. The board can also provide input and ratification on any additional compensation-related issues. The Board also conducts an annual review of the company’s performance.

The Role of the Compensation/Succession Committee Consultant

The Compensation/Succession Committee retained Pay Governance LLC as its independent executive compensation consultant. Pay Governance provides no other services to the company. The independent compensation consultant reports directly to the Compensation/Succession Committee, and provides the Compensation/Succession Committee with objective and expert analyses and independent advice on executive and director compensation and other matters in support of the Compensation/Succession Committee’s responsibilities under its charter. Each Compensation/Succession Committee meeting includes an executive session where the Compensation/Succession Committee meets


26		ADM Proxy Statement 2018

COMPENSATION DISCUSSION AND ANALYSIS

exclusively with the independent consultant; company management is not included in these sessions. Outside of these sessions, the independent consultant interacts with the company’s management team solely on behalf of the Compensation/Succession Committee to assist the Compensation/Succession Committee in fulfilling its duties and responsibilities. The Compensation/Succession Committee will only retain consultants that it believes will provide independent advice. The Compensation/Succession Committee has assessed the independence of Pay Governance pursuant to the SEC’s and NYSE’s rules and concluded that the work Pay Governance has performed does not raise any conflict of interest.

The Role of Executives

To assist the Compensation/Succession Committee in determining compensation for the other NEOs, the company’s Chairman and CEO participates in discussions with the Compensation/Succession Committee regarding the other officers’ performance and compensation. The Chairman and CEO provides the Compensation/Succession Committee with an assessment of the other NEOs’ performance, both as individuals and with respect to the functions or business units they oversee. The Chairman and CEO also recommends to the Compensation/Succession Committee, but does not vote on, annual base salary adjustments, individual and group performance factors, and short and long-term incentive award target levels that should be paid to the other NEOs.

The company’s Senior Vice President of Human Resources oversees all employee compensation and the administration of benefits programs, under the oversight and direction of the Compensation/Succession Committee. He prepares the majority of the materials for the Compensation/Succession Committee meetings and provides analyses that assist the Compensation/Succession Committee with its decisions, such as summaries of competitive market practices, summaries of the company’s succession planning actions, and reports regarding the company’s performance. In addition, throughout the year, he facilitates meetings with management to help the Compensation/Succession Committee gain a better understanding of company performance. He ensures that the Compensation/Succession Committee is provided a rigorous assessment of year-to-date performance at each of its meetings. At the direction of the Chairman of the Compensation/Succession Committee, the company’s Senior Vice President of Human Resources involves other members of management in portions of the Compensation/Succession Committee meetings to participate in discussions related to company and individual performance and the company’s compensation and benefit programs. The company’s executives leave meetings during discussions of individual compensation actions affecting them personally and during all executive sessions, unless requested to attend by the Compensation/Succession Committee.

The Committee’s Decisions Incorporate the Company’s Executive Compensation Objectives

•

Alignment of Executive and Stockholder Interests . We believe that a substantial portion of total compensation should be delivered in the form of equity in order to align the interests of the company’s NEOs with the interests of the company’s stockholders. Our RSU awards typically vest three years from the date of grant, and our stock option grants typically vest pro rata over a five year period. Our PSU awards typically have a three year performance period and vest only if certain performance metrics are achieved. In 2017, an average of 69% of actual total direct compensation paid to our NEOs was in the form of equity awards. The 2017 awards were comprised of time-based RSUs and performance-based PSUs which use three forward looking metrics focused on the three-year Adjusted EBITDA from 2017 to 2019, Adjusted ROIC, and relative TSR as compared to the S&P 100 Industrials Index. We also protect our stockholders’ interest by including a clawback provision in agreements for long-term incentive awards, enabling the company to recover awards if the recipient engages in a broad range of prohibited conduct, including post-vesting non-competition and non-solicitation restrictions.

•

Enable the Company to Attract and Retain Top Executive Talent . Stockholders are best served when we can attract, retain and motivate talented executives with compensation packages that are competitive and fair. The company’s compensation program for NEOs delivers a mix of salary, annual cash incentives, and long-term incentives targeted to be market competitive as described below. As a large, global company engaged in multiple lines of business, the company’s competition for talent, business, and investment is broad.

•

NEO Compensation Should Reflect the Company’s Results . The company’s executive compensation program emphasizes variable, performance-based pay and is targeted and assessed in the aggregate, although the Compensation/Succession Committee reviews each component independently as well. Base salary is reviewed annually and adjusted based on a variety of factors including, in addition to an evaluation relative to competitive market practices as described above, a subjective evaluation of each NEO’s overall performance, tenure, and changes in responsibilities if applicable. Annual cash incentives are paid if, and to the extent that, corporate goals approved by the Compensation/Succession Committee are attained. For example, the annual cash incentive plan for 2017 targeted awards at 100% to 200% of each NEO’s base salary, but actual payouts ranged from 82% to 173% of the target level depending on performance against the specific goals. Performance-based equity compensation is assessed in a manner similar to the annual cash incentive compensation and is designed to reward measurable results.


ADM Proxy Statement 2018		27

COMPENSATION DISCUSSION AND ANALYSIS

SECTION 5 — 2017 EXECUTIVE COMPENSATION

This Compensation Discussion and Analysis describes the compensation of the following named executive officers, or NEOs:


Name		Title
J. R. Luciano		Chairman, Chief Executive Officer and President (“Chairman and CEO”)
R. G. Young		Executive Vice President and Chief Financial Officer (“CFO”)
D. C. Findlay		Senior Vice President, General Counsel & Secretary
G. A. Morris		Senior Vice President and President, Global Oilseeds
J. D. Taets		Senior Vice President and President, Global Business Readiness (as of March 19, 2018); Senior Vice President and President, Ag Services (prior to March 19, 2018)

Of the total direct compensation that we consider attributable to 2017 performance, the company’s NEOs received, on average, 84% of actual total direct compensation in variable pay and 69% of actual total direct compensation in equity awards for 2017. Although the Compensation/Succession Committee has not adopted a policy for allocating the various elements of total direct compensation, we do place greater emphasis on variable pay for executives with more significant responsibilities, reflecting their greater capacity to affect the company’s performance and results. For these purposes, we consider the base salary paid in 2017, the annual cash incentive earned in 2017 (paid in early 2018), and the award value of equity granted early in 2017 with a look at performance from 2017 to 2019. The equity award value represents the dollar amount of such awards as approved by the Compensation/Succession Committee.

The charts below present the mix of actual total direct compensation attributed to 2017 performance.

LOGO

Individual Compensation Decisions

The Compensation/Succession Committee reviews the total compensation of our NEOs annually. Any changes to base salary, short-term incentives, and long-term incentives are based on competitiveness versus the external market, individual performance, internal equity, and the Committee’s informed judgment as described in the Oversight of Executive Compensation Section.


28		ADM Proxy Statement 2018

COMPENSATION DISCUSSION AND ANALYSIS

The following tables summarize compensation decisions made by the Compensation/Succession Committee with respect to each of the NEOs. Details regarding our compensation programs and related decisions may be found following the summaries for the executives. Due to the timing of the company’s salary adjustments, base salaries presented in the Summary Compensation Table may differ slightly from how we consider annualized salary levels.


MR. LUCIANO

Component		Pay Decisions

Base Salary		• In 2017, Mr. Luciano’s base salary remained unchanged.

Annual Cash Incentive		• Mr. Luciano’s target annual cash incentive opportunity for 2017 was $2,600,000, or 200% of his base salary. • For 2017, the Compensation/Succession Committee elected to award Mr. Luciano an individual performance percentage of 25%. • Mr. Luciano’s actual 2017 cash award was $2,251,600 or 173% of his base salary, paid in Q1 2018. • Key accomplishments included: – Led growth in earnings, improvement in returns, and generation of positive EVA in 2017 in an environment of very challenging industry conditions. – Continued driving transformation of the business portfolio with bolt-on acquisitions in value-added areas and monetization of assets in non-core areas. – Drove Readiness focus on cost and efficiency improvements exceeding cost reduction targets and continued advancing process improvements across the organization. – Strengthened leadership team with key outside hires and expanded responsibilities of existing leaders. – Delivered the single safest three-month period on record for Q4.

Long-Term Incentives ⁽¹⁾		• In February 2017, Mr. Luciano received a LTI grant of $11,500,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.

MR. YOUNG

Component		Pay Decisions

Base Salary		• In 2017, Mr. Young’s base salary remained unchanged.

Annual Cash Incentive		• Mr. Young’s target annual cash incentive opportunity for 2017 was $1,064,498, or 129% of his base salary. • For 2017, the Compensation/Succession Committee elected to award Mr. Young an individual performance percentage of 25%. • Mr. Young’s actual 2017 cash award was $921,856, or 112% of his base salary, paid in Q1 2018. • Key accomplishments included: – Effective execution of the balanced capital allocation framework while maintaining a strong balance sheet in an environment of weaker earnings. – Successful execution of intervention actions in second half of year in recognition of weaker market conditions, including strong expenditure and cost controls across central staffs. – Exceeded monetization objectives to provide additional liquidity to further strengthen balance sheet and support invested capital management. – Successful deployment of foundational improvements and business transformation ERP modules in certain North American activities.

Long-Term Incentives ⁽¹⁾		• In February 2017, Mr. Young received a LTI grant of $3,925,783. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.


ADM Proxy Statement 2018		29

COMPENSATION DISCUSSION AND ANALYSIS


MR. FINDLAY

Component		Pay Decisions

Base Salary		• In 2017 Mr. Findlay’s salary remained unchanged.

Annual Cash Incentive		• Mr. Findlay’s target annual cash incentive opportunity for 2017 was $700,000, or 100% of his base salary. • For 2017, the Compensation/Succession Committee elected to award Mr. Findlay an individual performance percentage of 25%. • Mr. Findlay’s actual 2017 cash award was $606,200, or 87% of his base salary, paid in Q1 2018. • Key accomplishments included: – Capably managed ADM’s litigation and achieved favorable resolutions for ADM’s businesses, and oversaw significant acquisitions and divestitures. – Delivered significant year-on-year cost savings in outside and in-house legal spend, and continued to upgrade internal talent in Legal Department. – Restructured Insurance Department and made changes to ADM’s insurance programs, resulting in enhanced coverage and lower costs. – Restructured ADM Cares to align with ADM strategic and reputational goals while reducing costs of programs.

Long-Term Incentives ⁽¹⁾		• In February 2017, Mr. Findlay received a LTI grant of $2,300,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.

MR. MORRIS

Component		Pay Decisions

Base Salary		• In 2017, Mr. Morris’s base salary remained unchanged.

Annual Cash Incentive		• Mr. Morris’s target annual cash incentive opportunity for 2017 was $650,000, or 100% of his base salary. • For 2017, the Compensation/Succession Committee elected to award Mr. Morris an individual performance percentage of 20% based on performance against target business plan results. • Mr. Morris’s actual 2017 cash award was $530,400, or 82% of his base salary, paid in Q1 2018. • Key accomplishments included: – Grew value added businesses with significant accomplishments across the global refined oils business. – Processed a record annual volume of oilseeds globally to meet an environment of strong global demand. – Implemented aggressive intervention actions in second half of year to address weak industry margin environment. – Developed more robust risk management analysis and capabilities.

Long-Term Incentives ⁽¹⁾		• In February 2017, Mr. Morris received a LTI grant of $2,200,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.


30		ADM Proxy Statement 2018

COMPENSATION DISCUSSION AND ANALYSIS


MR. TAETS

Component		Pay Decisions

Base Salary		• In 2017, Mr. Taets’s base salary remained unchanged.

Annual Cash Incentive		• Mr. Taets’s target annual cash incentive opportunity for 2017 was $700,000, or 100% of his base salary. • For 2017, the Compensation/Succession Committee elected to award Mr. Taets an individual performance percentage of 20% based on performance against target business plan results. • Mr. Taets’s actual 2017 cash award was $571,200, or 82% of his base salary, paid in Q1 2018. • Key accomplishments included: – Grew destination marketing volumes by over 20% through organic and inorganic growth. – Restructured global trade business and turned around profitability in second half of year. – Implemented aggressive intervention actions in second half of year to address weak industry margin environment. – As executive safety champion, drove strategy and actions that resulted in the safest quarter in company’s history.

Long-Term Incentives ⁽¹⁾		• In February 2017, Mr. Taets received a LTI grant of $2,800,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.

(1) The award value of LTI represents the dollar amount of such awards as approved by the Compensation/Succession Committee, and differs from the grant date fair value of such awards as shown in the Grants of Plan-Based Awards Table and the Summary Compensation Table because of timing differences in the valuation methodologies used.

2017 Annual Cash Incentives

Annual cash incentives are determined by the degree to which company financial performance expectations are achieved and the Compensation/Succession Committee’s independent assessment of the company’s performance as well as the individual performance of the NEO, which makes up 25% of the annual cash bonus target. This outcome may then be adjusted within a range of –25% to +25% based on the Compensation/Succession Committee’s assessment of individual and group performance. For 2017 annual cash incentive payout, the Compensation Succession Committee chose to recognize the 2017 retroactive biodiesel blender’s tax credit in the year it was earned even though it was not approved by Congress until February 2018. Those values are reflected below for FY2017 Adjusted EBITDA and Adjusted ROIC. The value will be deducted from any performance compensation calculations in 2018. The formula used to calculate an annual cash incentive payout for NEOs can be expressed as follows:

Company Performance Payout Percentage (75%) + Individual Performance Percentage (25%) = Overall Payout Percentage

LOGO

(1) Total Challenge Award Level is defined as full bonus payments at target.

(2) For illustrative purposes, a 25% individual performance percentage is used. Individual performance varies by NEO by +/- 25% based on the Compensation/Succession Committee’s assessment of individual performance and contribution to the company’s success.

Individual Performance Components

Based on business results and the economic environment for 2017 performance, the Compensation/Succession Committee elected to award the Chairman and CEO a 25% individual performance percentage based on accomplishments described above. The Compensation/Succession Committee incorporated its and the full board’s assessment of the Chairman and CEO’s performance and full company performance when approving Mr. Luciano’s individual performance percentage. Mr. Findlay and Mr. Young received an individual performance percentage of 25%, and Mr. Taets and Mr. Morris received an individual performance percentage of 20%, in recognition of their performance against individual and company goals described above. Individual performance can range from 0% to 50% based upon performance against goals for


ADM Proxy Statement 2018		31

COMPENSATION DISCUSSION AND ANALYSIS

the year. The 25% individual performance percentage is used for target performance. Our leaders are responsible for driving performance company-wide and their individual performance rating is a result of their performance for the year.

The Resulting Annual Cash Incentive for Each NEO

The purpose of the annual cash incentive program is to reward performance based on the achievement of company, business, and individual objectives. At the start of each fiscal year, the Compensation/Succession Committee approves minimum, target, and maximum annual cash incentive levels for each NEO. Target annual cash incentive levels are expressed as a percentage of salary. Based on company and individual performance, annual cash incentive payouts can range between 0% and 200% of the target annual cash incentive. Based on the determination of the company and individual performance factors as described above, each NEO, excluding Mr. Taets and Mr. Morris, received an annual cash incentive for 2017, payable in Q1 of 2018, equal to 86.6% (82.1% company performance making up 75% of the total annual cash incentive award plus individual award amounts of 25%) of his target annual cash incentive. Mr. Taets and Mr. Morris received an annual cash incentive equal to 81.6% of their total target based upon 20% individual performance.


Executive	Target Cash Incentive Opportunity (% of Salary)	Minimum Cash Incentive Opportunity	Target Cash Incentive Opportunity	Maximum Cash Incentive Opportunity	Actual FY2017 Cash Award
J. R. Luciano	200%	$0	$2,600,000	$5,200,000	$2,251,600
R. G. Young	129%	$0	$1,064,498	$2,128,996	$921,856
D. C. Findlay	100%	$0	$700,000	$1,400,000	$606,200
G. A. Morris	100%	$0	$650,000	$1,300,000	$530,400
J. D. Taets	100%	$0	$700,000	$1,400,000	$571,200

Equity-Based Long-Term Incentives & How They Were Determined for 2017

The company’s LTI Program aligns the interests of executives with those of stockholders by rewarding the achievement of long-term stockholder value, supporting stock ownership, and encouraging long-term service with the company. In the following sections, we discuss the process for determining equity grants delivered under the company’s LTI Program.

In terms of grant size and grant form, the company’s LTI awards in 2017 transitioned from awards based upon a historical review to awards based upon market competitive LTI that consist of performance share units (PSUs) and restricted stock units (RSUs) with three-year vesting. The overall LTI award value was allocated 50% to PSUs and 50% to RSUs. The transition to the forward-looking LTI program was made to better align our equity program with market practice and strengthen the focus of our equity program on growth and future value creation for shareholders. If this does not occur, there will be no payout for the other metrics. The February 2017 grants appear in the Grants of Plan-Based Awards table and are reflected in the Summary Compensation Table information for FY2017.


	Long-Term Incentive (Granted in February 2017)
Executive	Minimum Award	Market Equity Award	Actual FY2017 Equity Award
J. R. Luciano	$0	$11,500,000	$11,500,000
R. G. Young	$0	$3,925,783	$3,925,783
D. C. Findlay	$0	$2,300,000	$2,300,000
G. A. Morris	$0	$2,200,000	$2,200,000
J. D. Taets	$0	$2,800,000	$2,800,000

(1) Dollar value of the awards as approved by the Compensation/Succession Committee, which differ from the grant date fair values as discussed previously.


32		ADM Proxy Statement 2018

COMPENSATION DISCUSSION AND ANALYSIS

Terms of the company’s equity awards granted in February 2017 generally are as follows:

•

PSUs with a three-year vest after certain performance criteria are met. Payout can range for 0% to 200% and fluctuate based upon share price. PSU metrics are: (i) the company’s relative TSR as compared to the companies in the S&P 100 Industrials Index (25% weighting), (ii) the degree to which the company achieves specified Adjusted ROIC goals (37.5% weighting), and (iii) the degree to which the company’s Adjusted EBITDA exceeds its Adjusted EBITDA during fiscal years 2014–2016 (37.5% weighting). Before the PSU can pay out, the company’s Adjusted EBITDA must exceed its Adjusted EBITDA during fiscal years 2014–2016. If this does not occur, there will be no payout for the other metrics.

•

RSUs typically vest three years after the date of grant.

•

Upon the death of the executive, RSUs granted under the LTI Program vest immediately and PSUs will vest based on actual performance during the truncated performance period and on a pro rata basis based on the target number of units for the year following the truncated performance period. RSUs and PSUs continue to vest if the executive leaves the company because of disability or retirement (age 55 or greater with 10 or more years of service). A detailed description of the change-in-control provisions is contained in Section 8 below. For grants with respect to 2012 and beyond, award agreements include forfeiture and clawback provisions as described in Section 8.

Our Policy for When Grants are Made

The Compensation/Succession Committee grants all equity awards to NEOs, and no attempt is made to time the granting of these awards in relation to the release of material, non-public information. The exercise price of all stock options is set at fair market value on the grant date. Under the 2009 Incentive Compensation Plan, fair market value is the closing market price of the company’s common stock on the last trading day prior to the date of grant. The Compensation/Succession Committee meets during the first fiscal quarter of each fiscal year and determines the annual equity awards granted to NEOs. These awards are issued promptly following the date of the Compensation/Succession Committee’s meeting and approval. In addition to annual awards, the NEOs may receive awards when they join the company or change their status, including promotions.

SECTION 6 — PEER GROUP

The Compensation/Succession Committee utilizes the 98 companies that comprise the S&P 100 Industrial Index as a peer group to evaluate whether executive officer pay levels are aligned with performance on a relative basis.


3M Company	Cisco Systems, Inc.	International Business Machines Corporation	The Allstate Corporation
AbbVie Inc.	Citigroup Inc.	Johnson & Johnson	The Boeing Company
Accenture plc	Comcast Corporation	Johnson Controls International plc	The Coca-Cola Company
Aetna Inc.	ConocoPhillips	JPMorgan Chase & Co.	The Goldman Sachs Group, Inc.
Alphabet Inc.*	Costco Wholesale Corporation	Lockheed Martin Corporation	The Home Depot, Inc.
Amazon.com, Inc.	CVS Health Corporation	Lowe’s Companies, Inc.	The Kraft Heinz Company
American Airlines Group Inc.	Deere & Company	LyondellBasell Industries N.V.	The Kroger Co.
American Express Company	Delta Air Lines, Inc.	Marathon Petroleum Corporation	The Procter & Gamble Company
American International Group, Inc.	DowDuPont Inc.	McKesson Corporation	The Progressive Corporation
AmerisourceBergen Corporation	Exelon Corporation	Medtronic plc	The TJX Companies, Inc.
Andeavor	Express Scripts Holding Company	Merck & Co., Inc.	The Travelers Companies, Inc.
Anthem, Inc.	Exxon Mobil Corporation	MetLife, Inc.	The Walt Disney Company
Apple Inc.	Facebook, Inc.	Microsoft Corporation	Time Warner Inc.
Archer-Daniels-Midland Company†	FedEx Corporation	Morgan Stanley	Twenty-First Century Fox, Inc.*
AT&T Inc.	Ford Motor Company	NIKE, Inc.	Tyson Foods, Inc.
Bank of America Corporation	General Dynamics Corporation	Oracle Corporation	United Continental Holdings, Inc.


ADM Proxy Statement 2018		33

COMPENSATION DISCUSSION AND ANALYSIS


Berkshire Hathaway Inc.	General Electric Company	Pepsico, Inc.	United Parcel Service, Inc.
Best Buy Co., Inc.	General Motors Company	Pfizer Inc.	United Technologies Corporation
Cardinal Health, Inc.	Gilead Sciences, Inc.	Philip Morris International Inc.	UnitedHealth Group Incorporated
Caterpillar Inc.	HCA Healthcare, Inc.	Phillips 66	Valero Energy Corporation
Centene Corporation	Hewlett Packard Enterprise Company	Prudential Financial, Inc.	Verizon Communications Inc.
Charter Communications, Inc.	Honeywell International Inc.	Schlumberger Limited	Walgreens Boots Alliance, Inc.
Chevron Corporation	HP Inc.	Sysco Corporation	Wal-Mart Stores, Inc.
Chubb Limited	Humana Inc.	Target Corporation	Wells Fargo & Company
Cigna Corporation	Intel Corporation

* denotes one of two companies with two classes of stock included in the S&P 100 Industrials Index.

† denotes our company.

SECTION 7 — EMPLOYMENT AGREEMENTS, SEVERANCE, AND CHANGE-IN-CONTROL BENEFITS

No Employment Contracts

None of our NEOs have an employment contract or separation agreement. Consistent with our approach of rewarding performance, employment is not guaranteed, and either ADM or the NEO may terminate the employment relationship at any time.

ADM maintains a severance program that serves as a guideline for severance benefits that may be provided to various levels of employees upon termination of their employment without cause, but the program does not create a contractual right to receive any severance benefits on the part of the employee. The Compensation/Succession Committee generally requires the employee to enter into a non-competition and/or non-solicitation agreement in exchange for receiving severance under the program.

Change-in-Control Provisions

Upon a change in control of the company, NEOs may receive certain protections related to their LTI awards, as described more fully below, and other compensation as detailed in the sections titled “Pension Benefits,” “Nonqualified Deferred Compensation,” and “Termination of Employment and Change-in-Control Arrangements.” NEOs are not eligible to receive any other cash severance, continued health and welfare benefits, tax gross ups or other change-in-control benefits.

The Archer-Daniels-Midland Company Long-Term Incentive Plan provides non-employee directors and all employees, including executive officers, change-in-control protections for their LTI awards. For awards granted in 2017 and onward, if a change-in-control occurs with respect to the company, the equity grants held by the company’s executive officers generally will vest

immediately in full in the case of RSUs and on a modified pro rata basis for PSUs if the equity award does not continue because it is not assumed or replaced or the award is assumed or replaced, but the executive officer’s employment is terminated for reasons other than cause or good reason within 24 months of the change in control (referred to as “double trigger” vesting). The double trigger accelerated vesting had been adopted to provide the executives with some assurance that they will not be disadvantaged with respect to their equity awards in the event of a change-in-control of the company. This assurance increases the value of these awards to the executives, which in turn enhances retention.

SECTION 8 — GOVERNANCE FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAMS

Clawback Provisions

We have included clawback provisions in the company’s long-term incentive award agreements that provide us with the ability to recover long-term incentive compensation for a broad range of reasons. This aggressive approach to recoupment of long-term incentive compensation reflects the company’s commitment to protecting stockholder value.

For awards granted in August 2012 and beyond, we have implemented an additional clawback policy for all cash and equity-based long-term incentive awards. Specifically, this policy provides for the recoupment of any cash or equity incentive awards for a period of three years from the date of award. We have the right to clawback incentive payments made to NEOs and certain other members of senior management in the event of a financial restatement or ethical misconduct. In 2015 and in 2017, additional language was added to equity awards which includes post-vesting non-competition and non-solicitation restrictions prohibiting competitive activity and solicitation of ADM customers and employees.


34		ADM Proxy Statement 2018

COMPENSATION DISCUSSION AND ANALYSIS

Prohibition on Insider Trading

Pursuant to the company’s Insider Trading Policy, employees and directors may not engage in short selling, speculative trading, or hedging transactions involving the company’s stock, including writing or trading in options, warrants, puts and calls, prepaid variable forward contracts, equity swaps or collars, or entering into other transactions that are designed to hedge or offset decreases in the price of the company’s securities. In addition, employees and directors are required to review any pledging of company securities with the company’s General Counsel prior to engaging in such activity.

The company’s Insider Trading Policy also provides that all transactions in our company’s securities by the company’s directors, the NEOs, and certain other officers and employees must be pre-cleared by the company’s law department.

How Recent Revisions to Section 162(m) of the Internal Revenue Code Impact the Company

Section 162(m) of the Internal Revenue Code as in effect prior to the enactment of tax reform legislation in December 2017 generally disallowed a tax deduction to public corporations for compensation paid in excess of $1 million annually to the Chairman and CEO and the three other most highly-compensated executive officers, other than the CFO, unless the compensation in excess of $1 million qualified as “performance-based” compensation. Recent tax reform legislation retained the $1 million deduction limit, but repealed the performance-based compensation exemption from the deduction limit and expanded the definition of “covered employees,” effective for taxable years beginning after December 31, 2017. Consequently, compensation paid in 2018 and later years to our NEOs in excess of $1 million will not be deductible unless it qualifies for transitional relief applicable to certain binding, written performance-based compensation arrangements that were in place as of November 2, 2017.

The Compensation/Succession Committee continues to believe that shareholder interests are best served if its discretion and flexibility in structuring and awarding compensation is not restricted, even though some compensation awards may have resulted in the past, and are expected to result in the future, in non-deductible compensation expenses to the Company. The Compensation/Succession Committee also believes that the amount of any expected loss of a tax deduction under Section 162(m) will be insignificant to the company’s overall tax position.

The Company’s Evaluation of Its Compensation Programs as They Relate to Risk

On an ongoing basis, the Compensation/Succession Committee, with input from management, assesses potential risks associated with compensation decisions and discusses them with our board of directors if warranted. To date, we have not identified any incentive compensation programs that encourage inappropriate risk taking. We have established a policy under which we engage an outside

consultant every other year to review the company’s programs and independently assess the risk in them.

In 2017, ADM engaged an outside consultant, The Korn Ferry Hay Group (“Hay”), to assist the Compensation/Succession Committee in evaluating the risk in the company’s compensation programs. In conducting an independent assessment, Hay reviewed all of the company’s incentive compensation programs and determined there were no compensation programs that encourage inappropriate risk-taking or the manipulation of earnings. The detailed findings of this review were discussed with management and presented to the Compensation/Succession Committee in November 2017. The incentive programs were reviewed and found that none of the plan presents significant risk to the organization. Another independent review of the company’s incentive programs will be conducted during 2019 and reported to the Compensation/Succession Committee.

The Company’s Mindful Approach to Addressing Liabilities Associated with Retirement Programs

The Compensation/Succession Committee is mindful that the non-qualified deferred compensation and supplemental retirement plans create financial statement liabilities. We generally do not set amounts aside in a “rabbi” trust for the benefit of participants in the deferred compensation or supplemental retirement plans. However, the deferred compensation plans have “rabbi” trust funding triggers in the event of a potential change in control of the company. This trigger provides some measure of assurance to employees that amounts they have chosen to defer from their current compensation will be held for their benefit, although still subject to creditor claims as required under the applicable tax law. In maintaining the non-qualified plans, the Compensation/Succession Committee has duly considered that the federal income tax deduction available to the company occurs at the same time that participants are paid benefits from the applicable plan.

The company is required to fund its qualified pension plans in a manner consistent with the minimum funding requirements of the Internal Revenue Code and the Employee Retirement Income Security Act. Historically, the company has made contributions in excess of the minimum to maintain its plans at or near a full funding level relative to the accrued benefit obligation.

Compensation/Succession Committee Report

The Compensation/Succession Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation/Succession Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

K. R. Westbrook, Chairman

A. L. Boeckmann

P. Dufour

S. F. Harrison

D. T. Shih


ADM Proxy Statement 2018		35

COMPENSATION DISCUSSION AND ANALYSIS

Compensation/Succession Committee Interlocks and Insider Participation

None of the members of the Compensation/Succession Committee is or has been an employee of the company or any of the company’s subsidiaries. There are no interlocking relationships between the company and other entities that might affect the determination of the compensation of the company’s executive officers.


36		ADM Proxy Statement 2018

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the compensation for the fiscal years noted in the table of our named executive officers.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)(5)	Total ($)
J. R. LUCIANO Chairman, CEO and President	2017	1,300,008		12,166,416	—	2,251,600	76,179	80,852	15,875,055
	2016	1,283,340	—	5,312,218	5,279,331	1,939,600	49,419	148,708	14,012,616
	2015	1,200,000	—	3,371,859	3,342,408	1,428,420	32,426	53,837	9,428,950
R. G. YOUNG Executive Vice President and CFO	2017	825,048		4,153,349	—	921,856	53,260	25,454	5,978,967
	2016	825,048	—	1,979,220	1,966,968	794,116	32,419	23,152	5,620,923
	2015	820,874	—	2,230,155	2,210,662	838,399	21,167	21,390	6,142,647
D. C. FINDLAY Senior Vice President,	2017	700,000		2,433,354	—	606,200	36,751	18,309	3,794,614
D. C. FINDLAY Senior Vice President,	2016	700,000		1,115,578	1,108,661	522,200	26,853	18,059	3,491,351
General Counsel and Secretary	2015	700,000	—	1,426,415	1,413,959	501,200	20,140	21,737	4,083,451
G. A. MORRIS ⁽⁶⁾ Senior Vice President and President, Global Oilseeds	2017	650,004	—	2,327,537	—	530,400	393,998	21,132	3,923,071
	2016	650,004	640,000(6)	637,487	633,520	484,900	284,727	15,360	3,345,998


J. D. TAETS	2017	700,008		2,962,263	—	571,200	561,951	27,743	4,823,165
Senior Vice President	2016	700,008		796,851	791,901	487,200	480,578	523,219	3,779,757
and President, Global Business Readiness ⁽⁷⁾	2015	666,264	—	1,423,728	779,395	374,110	260,756	1,292,006	4,796,259

(1) Stock awards in 2017 consisted of restricted stock unit (RSU) awards and performance share unit (PSU) awards. The amounts reported in this column represent the aggregate grant date fair value of the RSU awards for fiscal years 2017, 2016, and 2015 and of the target level of the PSU awards for fiscal year 2017. We calculated these amounts in accordance with the provisions of FASB ASC Topic 718 utilizing the assumptions discussed in Note 11 to our financial statements for the fiscal years ended December 31, 2017, December 31, 2016, and December 31, 2015. The grant date fair value of the 2017 RSUs and the grant date fair value of the 2017 PSUs if target performance and maximum performance is achieved are as follows:


		PSUs
Name	RSUs	Target	Maximum
J. R. Luciano	$6,110,000	$6,056,416	$12,112,831
R. G. Young	$2,085,821	$2,067,528	$4,135,057
D. C. Findlay	$1,222,036	$1,211,318	$2,422,637
G. A. Morris	$1,168,894	$1,158,643	$2,317,286
J. D. Taets	$1,487,655	$1,474,608	$2,949,216

(2) The amounts reported in this column represent the aggregate grant date fair value of the option awards for fiscal years 2017, 2016, and 2015, respectively. We calculated these amounts in accordance with the provisions of FASB ASC Topic 718 utilizing the assumptions discussed in Note 11 to our financial statements for the fiscal years ended December 31, 2017, December 31, 2016, and December 31, 2015.

(3) The amounts reported in this column represent amounts earned under our annual incentive plan during each of the respective fiscal periods shown. In each case, the amounts were paid shortly after the close of the applicable fiscal period.

(4) The amounts reported in this column for 2017 represents the aggregate change in actuarial present value of the NEO’s accumulated benefit under all defined benefit and actuarial pension plans from December 31, 2016 to December 31, 2017, using the same assumptions used for financial reporting purposes except that retirement age is assumed to be the normal retirement age (65) specified in the plans. No NEO received above market or preferential earnings on deferred compensation. To derive the change in pension value for financial reporting purposes, the assumptions used to value pension liabilities on December 31, 2017 were an interest rate of 3.73% for the ADM Retirement Plan, an interest rate of 3.61% for the ADM Supplemental Retirement Plan, and mortality was determined using the RP2014 mortality table, with a white collar adjustment, projected generationally using Scale MP-2017. The assumptions used to value pension liabilities on December 31, 2016 were an interest rate of 4.10% for the ADM Retirement Plan, an interest rate of 3.90% for the ADM Supplemental Retirement Plan, and mortality determined using the RP2014 mortality table, with a white collar adjustment, projected generationally using Scale MP-2016.

(5) The amounts reported in this column for 2017 include costs for personal use of company aircraft, imputed value of company-provided life insurance, costs for executive healthcare services, company contributions under our 401(k) and Employee Stock Ownership Plan, charitable gifts pursuant to the company’s matching charitable gift program which is available to substantially all full-time employees and non-employee directors, and, for Mr. Taets, expenses related to the completion of his overseas assignment. Specific perquisites and other items applicable to each NEO listed are identified below by an “X”. Where a perquisite or benefit exceeded $10,000 for an individual, the dollar amount is given.


ADM Proxy Statement 2018		37

EXECUTIVE COMPENSATION

NEO

Personal

Aircraft Use

Expatriate

Expenses

Imputed Value of

Life Insurance

Executive Healthcare

Services

Matching
Charitable Gifts

401(k) Company
Contributions

J. R. Luciano

$30,750

$30,250

$13,500

R. G. Young

$6,500

$13,500

D. C. Findlay

$13,500

G. A. Morris

$5,100

$13,500

J. D. Taets

$10,946

$13,500

Mr. Taets’ expenses related to the completion of his overseas assignment included $1,833 related to certain expatriate tax services and tax gross ups related thereto as well as $9,113 in relocation expenses.

(6) Mr. Morris first became an NEO in 2016. The additional cash award of $640,000 paid in March of 2017 was in recognition of his efforts in connection with the integration of WFSI during 2015 and 2016.

(7) Mr. Taets’ title changed on March 19, 2018. Prior to March 19, 2018, Mr. Taets was our Senior Vice President and President, Ag Services.

Aggregate incremental cost to our company of perquisites and personal benefits is determined as follows. In the case of payment of expenses related to items such as executive healthcare services and relocation expenses, incremental cost is determined by the amounts paid to third-party providers. In the case of personal use of company-owned aircraft, incremental cost is based solely on the cost per hour to the company to operate the aircraft, and does not include fixed costs that do not change based on usage, such as purchase costs of the aircraft and non-trip-related hangar expenses. Our direct operating cost per hour of an aircraft is based on the actual costs of fuel, on-board catering, aircraft maintenance, landing fees, trip-related hangar and parking costs, and smaller variable costs, divided by the number of hours the aircraft was operated during the year.

Grants of Plan-Based Awards During Fiscal Year 2017

The following table summarizes the grants of plan-based awards made to our named executive officers during the fiscal year ended December 31, 2017.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units(#)	Grant Date Fair Value of Stock and Option Awards ($)(1)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock and Option Awards ($)(1)
J. R. LUCIANO
Annual Cash Incentive Plan Award			2,600,000	5,200,000
Performance Share Unit Award	2/16/17				0	137,396	274,792		6,056,416
Restricted Stock Unit Award	2/16/17							137,396	6,110,000
R. G. YOUNG
Annual Cash Incentive Plan Award			1,064,498	2,128,996
Performance Share Unit Award	2/16/17				0	46,904	93,808		2,067,528
Restricted Stock Unit Award	2/16/17							46,904	2,085,821
D. C. FINDLAY
Annual Cash Incentive Plan Award			700,000	1,400,000
Performance Share Unit Award	2/16/17				0	27,480	54,960		1,211,318
Restricted Stock Unit Award	2/16/17							27,480	1,222,036
G. A. MORRIS
Annual Cash Incentive Plan Award			650,000	1,300,000
Performance Share Unit Award	2/16/17				0	26,285	52,570		1,158,643
Restricted Stock Unit Award	2/16/17							26,285	1,168,894
J. D. TAETS
Annual Cash Incentive Plan Award			700,000	1,400,000
Performance Share Unit Award	2/16/17				0	33,453	66,906		1,474,608
Restricted Stock Unit Award	2/16/17							33,453	1,487,655

(1) The grant date fair value is generally the amount the company would expense in its financial statements over the award’s service period under FASB ASC Topic 718. With respect to the PSUs the value represents the probable outcome of the performance condition using target payout levels. See Footnote 1 to the Summary Compensation Table for additional detail.


38		ADM Proxy Statement 2018

EXECUTIVE COMPENSATION

All of the awards in the table above were granted under our 2009 Incentive Compensation Plan. The awards shown in the columns designated “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” were made pursuant to our annual cash incentive plan. The amounts actually paid with respect to these awards are reflected in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. See “Compensation Discussion and Analysis” for more information about our annual cash incentive plan.

The awards shown in the column designated “Estimated Future Payouts Under Equity Incentive Plan Awards” in the table above are PSU awards and vest in three years if the company achieves certain performance goals over a three year performance period (2017–2019). The 2017 PSU metrics are: (i) the company’s relative TSR as compared to the companies in the S&P 100 Industrials Index (25% weighting), (ii) the degree to which the company achieves specified Adjusted ROIC goals (37.5% weighting), and (iii) the degree to which the company’s Adjusted EBITDA exceeds its Adjusted EBITDA during fiscal years 2014–2016 (37.5% weighting). Before the PSU can pay out, the company’s Adjusted EBITDA must exceed its Adjusted EBITDA during fiscal years 2014–2016. If this does not occur, there will be no payout for the other metrics.

All of the awards shown in the “All Other Stock Awards” column in the table above are RSUs awards and vest in full three years after the date of the grant. Under the terms of the RSU award agreements, the recipient of the award may receive cash dividend equivalents on RSUs prior to their vesting date, but may not transfer or pledge the units in any manner prior to vesting. Dividend equivalents on RSUs are paid at the same rate as dividends to our stockholders generally.

The 2017 RSU and PSU awards are subject to double trigger accelerated vesting and payout upon a change in control only if the award recipient’s employment is terminated without cause or if the award recipient resigns for good reason, in each case, 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 such instance the 2017 RSU awards will vest in full immediately, and the 2017 PSU awards will vest based on actual performance during the truncated performance period and on a pro rata basis based on a target number of units for the year following the truncated performance period. Upon the death of an award recipient, vesting of the RSU awards will accelerate in full while the vesting of the PSU awards will accelerate in the manner described in the preceding sentence. If an award recipient’s employment ends as a result of disability or retirement, both the RSU and PSU awards will continue to vest in accordance with the original vesting schedule. If an award recipient’s employment ends for any other reason, unvested RSU and PSU awards will be forfeited. With respect to each of the RSU and PSU awards described above, if an award recipient’s employment is terminated for cause, or if the recipient breaches a non-competition, non-solicitation or confidentiality restriction or participates in an activity deemed by us to be detrimental to our company, the recipient’s unvested units will be forfeited, and any shares issued in settlement of units that have already vested must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date they were issued.

The impact of a termination of employment or change-in-control of our company on RSU and PSU awards held by our named executive officers is quantified in the “Termination of Employment and Change-in-Control Arrangements” section below.


ADM Proxy Statement 2018		39

EXECUTIVE COMPENSATION

Outstanding Equity Awards at Fiscal Year 2017 Year-End

The following table summarizes information regarding unexercised stock options and unvested restricted stock awards for the named executive officers as of December 31, 2017.


		OPTION AWARDS				STOCK AWARDS
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable(1)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(2)	Market Value of Shares or Units of Stock that Have Not Vested ($)(3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(3)
J. R. LUCIANO	2-11-2016	186,219	744,880	33.18	2-11-2026
	2-12-2015	129,928	194,893	46.92	2-12-2025
	2-13-2014	140,718	93,813	40.65	2-13-2024
	2-21-2013	41,331	10,333	32.50	2-21-2023
	8-16-2012	216,585	—	26.25	8-16-2022
	8-11-2011	194,014	—	26.17	8-11-2021	369,363	14,804,069	137,396	5,506,832
R. G. YOUNG	2-11-2016	69,381	277,527	33.18	2-11-2026
	2-12-2015	85,934	128,902	46.92	2-12-2025
	2-13-2014	110,778	73,853	40.65	2-13-2024
	2-21-2013	25,202	6,301	32.50	2-21-2023
	8-16-2012	123,763	—	26.25	8-16-2022
	8-11-2011	80,377	—	26.17	8-11-2021	154,086	6,175,767	46,904	1,879,912
D. C. FINDLAY	2-11-2016	39,106	156,425	33.18	2-11-2026
	2-12-2015	54,964	82,447	46.92	2-12-2025
	2-13-2014	62,874	41,917	40.65	2-13-2024
	7-22-2013	79,602	19,901	36.68	7-22-2023	91,503	3,667,440	27,480	1,101,398
G. A. MORRIS	2-11-2016	22,346	89,386	33.18	2-11-2026
	2-12-2015	11,218	16,828	46.92	2-12-2025
	8-16-2012	5,263	—	26.25	8-16-2022
	8-11-2011	4,491	—	26.17	8-11-2021
	8-19-2010	3,114	—	30.71	8-19-2020
	9-10-2009	2,279	—	28.70	9-10-2019	65,881	2,640,510	26,285	1,053,503
J. D. TAETS	2-11-2016	27,933	111,732	33.18	2-11-2026
	2-12-2015	30,297	45,446	46.92	2-12-2025
	2-13-2014	42,171	28,114	40.65	2-13-2024
	2-21-2013	11,088	2,773	32.50	2-21-2023
	8-16-2012	52,909	—	26.25	8-16-2022
	8-11-2011	13,305	—	26.17	8-11-2021
	8-19-2010	6,781	—	30.71	8-19-2020
	9-10-2009	5,624	—	28.70	9-10-2019	88,405	3,543,272	33,453	1,340,796

(1) Stock option awards vest at a rate of 20% of the subject shares per year on each of the first five anniversaries of the grant date.

(2) The RSUs reported in this column vest on the dates and in the amounts set forth below:


	Restricted Stock Units Vesting On:
Name	2/12/18	10/15/18	2/11/19	2/16/20
J. R. Luciano	71,864	—	160,103	137,396
R. G. Young	47,531	—	59,651	46,904
D. C. Findlay	30,401	—	33,622	27,480
G. A. Morris	6,205	14,178	19,213	26,285
J. D. Taets	16,758	14,178	24,016	33,453


40		ADM Proxy Statement 2018

EXECUTIVE COMPENSATION

(3) Based on the closing market price of a share of our common stock on the New York Stock Exchange on December 29, 2017, which was $40.08.

(4) The PSUs reported in this column represent 2017 PSU grants that will vest at the end of the three-year performance period beginning January 1, 2017 and ending December 31, 2019. The number of PSUs that the executive officer will receive is dependent upon the achievement of certain financial metrics approved by the Compensation/Succession Committee measuring relative TSR, Adjusted EBITDA, and Adjusted ROIC. The amount of PSU units shown is the target number of units that could be earned and paid out in shares. The company did not assign a threshold unit amount to the 2017 PSU awards.

Option Exercises and Stock Vested During Fiscal Year 2017

The following table summarizes information regarding stock options exercised by the named executive officers during the fiscal year ended December 31, 2017, and restricted stock unit awards to the named executive officers that vested during that same period.


	OPTION AWARDS		STOCK AWARDS
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired On Vesting (#)	Value Realized on Vesting ($)(2)
J. R. LUCIANO			61,422	2,692,126
R. G. YOUNG			48,354	2,119,356
D. C. FINDLAY			27,444	1,202,871
G. A. MORRIS			8,359	366,375
J. D. TAETS	5,319	67,291	18,407	806,779

(1) Represents the difference between the market value of the shares acquired upon exercise (calculated using the sale price of the shares on the NYSE on the exercise date) and the aggregate exercise price of the shares acquired.

(2) Represents the market value of the shares issued in settlement of RSU awards on the date the awards vested, calculated using the closing sale price reported on the NYSE on the trading date immediately prior to the vesting date.

Pension Benefits

The following table summarizes information regarding the participation of each of the named executive officers in our defined benefit retirement plans as of the pension plan measurement date for the fiscal year ended December 31, 2017.


Name	Plan Name	Number of Years Credited Service (#)(1)	Present Value of Accumulated Benefit ($)(2)	Payments During Last Fiscal Year ($)
J. R. LUCIANO	ADM Retirement Plan	7	65,902	0
J. R. LUCIANO	ADM Supplemental Retirement Plan	7	204,133	0
R. G. YOUNG	ADM Retirement Plan	7	70,070	0
R. G. YOUNG	ADM Supplemental Retirement Plan	7	138,815	0
D. C. FINDLAY	ADM Retirement Plan	5	48,175	0
D. C. FINDLAY	ADM Supplemental Retirement Plan	5	65,177	0
G. A. MORRIS	ADM Retirement Plan	23	652,335	0
G. A. MORRIS	ADM Supplemental Retirement Plan	23	766,070	0
J. D. TAETS	ADM Retirement Plan	30	1,067,937	0
J. D. TAETS	ADM Supplemental Retirement Plan	30	1,992,818	0

(1) The number of years of credited service was calculated as of the pension plan measurement date used for financial statement reporting purposes, which was December 31, 2017. For each of the named executive officers, the number of years of credited service is equal to the number of actual years of service with our company.

(2) The assumptions used to value pension liabilities as of December 31, 2017 were an interest rate of 3.73% for the ADM Retirement Plan and 3.61% for the ADM Supplemental Retirement Plan and mortality was determined under the RP2014 mortality table, with a white collar adjustment, projected generationally using scale MP-2017. Mr. Morris and Mr. Taets participate in the final average pay formula under the ADM Retirement Plan and the ADM Supplemental Retirement Plan, while Mr. Luciano, Mr. Young, and Mr. Findlay participate in the cash balance formula under those plans. The amounts reported for Mr. Luciano, Mr. Young, and Mr. Findlay are the present value of their respective projected normal retirement benefit under the Retirement and Supplemental Plans at December 31, 2017. The amounts reported are calculated by projecting the balance in the accounts forward to age 65 by applying a 2.88% interest rate, converting to a single-life annuity as of age 65, and then discounting back to December 31, 2017 using the assumptions specified above. The total account balance for Mr. Luciano at December 31, 2017 under the Retirement and Supplemental Plans was $209,730, the total account balance for Mr. Young at December 31, 2017 under the Retirement and Supplemental Plans was $163,104, and the total account balance for Mr. Findlay at December 31, 2017 under the Retirement and Supplemental Plans was $87,180, which are the amounts that would have been distributable if such individuals had terminated employment on that date.


ADM Proxy Statement 2018		41

EXECUTIVE COMPENSATION

Qualified Retirement Plan

We sponsor the ADM Retirement Plan (the “Retirement Plan”), which is a qualified defined benefit plan under Section 401(a) of the Internal Revenue Code. The Retirement Plan covers eligible salaried employees of our company and its participating affiliates.

Effective January 1, 2009, the Retirement Plan was amended to provide benefits determined under a cash balance formula. The cash balance formula applies to any participant entering or re-entering the plan on or after January 1, 2009 and to any participant who had less than five years of service prior to January 1, 2009. For a participant with an accrued benefit but less than five years of service prior to January 1, 2009, an account was established on January 1, 2009 with an opening balance equal to the present value of his or her accrued benefit determined under the final average pay formula. The accrued benefits of all other participants to whom the cash balance formula does not apply continue to be determined under the traditional final average pay formula. Messrs. Luciano, Young, and Findlay participate in the cash balance formula, while Messrs. Morris and Taets participate in the final average pay formula.


A participant whose accrued benefit is determined under the cash balance formula has an individual hypothetical account established under the Retirement Plan. Pay and interest credits are made on an annual basis to the participant’s account. Pay credits are equal to a percentage of the participant’s earnings for the year based on the sum of the participant’s age and years of service at the end of the year under the schedule to the right. Interest credits are made at the end of the year and are calculated on the balance of the participant’s account as of the first	AGE + SERVICE	PAY
	Less than 40	2.00%
	at least 40 but less than 50	2.25%
	at least 50 but less than 60	2.50%
	at least 60 but less than 70	3.00%
	at least 70 but less than 80	3.50%
	80 or more	4.00%

day of the plan year, using an interest rate based upon the yield on 30-year Treasury bonds, subject to a minimum annual interest rate of 1.95%. The participant’s pension benefit will be the amount of the balance in the participant’s account at the time that the pension becomes payable under the Retirement Plan. The pension payable to a participant whose accrued benefit under the final average pay formula was converted to the cash balance formula at January 1, 2009, if paid in annuity form, will be increased to reflect any additional benefit which the participant would have received in that form under the traditional formula, but only with respect to the benefit accrued by the participant prior to January 1, 2009. A participant under the cash balance formula becomes vested in a benefit under the Retirement Plan after three years of service. There are no special early retirement benefits under the cash balance formula.

For a participant whose accrued benefit is determined under the final average pay formula, the formula calculates a life annuity payable at a normal retirement age of 65 based upon a participant’s highest average earnings over 60 consecutive months during the last 15 years of employment. The final average pay formula provides a benefit of 36.0% of a participant’s final average earnings, plus 16.5% of the participant’s final average earnings in excess of Social Security “covered compensation.” This benefit accrues ratably over 30 years of service. A participant accrues an additional benefit of 0.5% of final average earnings for years of service in excess of 30. Early retirement is available at age 55 with 10 years of service. The life annuity payable at early retirement is subsidized relative to the normal retirement benefit. The payment amount in life annuity form is 97% of the full benefit amount at age 64, and 50% at age 55, with adjustments between those two ages. All participants under the final average pay formula are vested in their benefits under the Retirement Plan, based on five years of service.

Earnings for purposes of the cash balance and the final average pay formulas generally include amounts reflected as pay on Form W-2, increased by 401(k) Plan pre-tax deferrals and elective “cafeteria plan” contributions, and decreased by bonuses, expense allowances/reimbursements, severance pay, income from stock option and restricted stock awards or cash payments in lieu thereof, merchandise or service discounts, amounts paid in a form other than cash, and other fringe benefits. Annual earnings are limited as required under Section 401(a)(17) of the Internal Revenue Code.

When a participant is eligible for a pension, the participant has a choice of a life annuity, a joint and 50% survivor annuity, a joint and 75% survivor annuity, or a joint and 100% survivor annuity. Each joint and survivor annuity form is the actuarial equivalent of the life annuity payable at the same age, with actuarial equivalence determined using the IRS prescribed mortality table under Section 417(e) of the Internal Revenue Code and an interest rate assumption of 6%. Cash balance participants may also elect a lump-sum payment option.

In December 2017, the Retirement Plan was amended to freeze final average pay formula benefit accruals as of December 31, 2021 for all active final average pay formula participants in the Retirement Plan on that date. Final average pay accrued benefits would be calculated as if the participant terminated employment on the earlier of their actual termination date or December 31, 2021. The final average pay benefit


42		ADM Proxy Statement 2018

EXECUTIVE COMPENSATION

will not be converted to a cash balance benefit, but will remain subject to the final average pay benefit rules. As of January 1, 2022, all Retirement Plan participants will accrue future benefits under the cash balance formula, based on their age and total years of service.

Supplemental Retirement Plan

We also sponsor the ADM Supplemental Retirement Plan (the “Supplemental Plan”), which is a nonqualified deferred compensation plan under Section 409A of the Internal Revenue Code. The Supplemental Plan covers participants in the Retirement Plan whose benefit under such plan is limited by the benefit limits of Section 415 or the compensation limit of Section 401(a)(17) of the Internal Revenue Code. The Supplemental Plan also covers any employee whose Retirement Plan benefit is reduced by participation in the ADM Deferred Compensation Plan. Participation by those employees who otherwise qualify for coverage is at the discretion of the Board, the Compensation/Succession Committee or, in the case of employees other than executive officers, the Chief Executive Officer. The Supplemental Plan provides the additional benefit that would have been provided under the Retirement Plan but for the limits of Section 415 or 401(a)(17) of the Internal Revenue Code, and but for the fact that elective contributions made by the participant under the ADM Deferred Compensation Plan are not included in the compensation base for the Retirement Plan. A participant is not vested in a benefit under the Supplemental Plan unless and until the participant is vested in a benefit under the Retirement Plan, which requires three years of service for a cash balance formula participant and five years of service for a final average pay formula participant for vesting. A separate payment form election is required with respect to the Supplemental Plan benefit from among the same options available under the Retirement Plan, subject to the limitations of Section 409A of the Internal Revenue Code.

Nonqualified Deferred Compensation

The following table summarizes information with respect to the participation of the named executive officers in the ADM Deferred Compensation Plan for Selected Management Employees I and II, which are non-qualified deferred compensation plans, for the fiscal year ended December 31, 2017.


Name	Executive Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)(1)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at 12/31/17 ($)(2)
J. R. LUCIANO	0	0	0	0
R. G. YOUNG	0	0	0	0
D. C. FINDLAY	0	0	0	0
G. A. MORRIS	0	0	0	0
J. D. TAETS	0	61,135	369,697	477,140

(1) The amount reported in this column was not reported in the Summary Compensation Table as part of Mr. Taets’ compensation for the fiscal year ended December 31, 2017 because none of the earnings is considered to be “above market.”

(2) Of the amount shown in this column, $674,977 was previously reported as compensation to Mr. Taets in the Summary Compensation Table in previous years, not all of which is reflected in this column due in part to the distribution to Mr. Taets of $369,697 during 2017.

We sponsor two nonqualified deferred compensation plans — the ADM Deferred Compensation Plan for Selected Management Employees I and II (referred to as “Deferred Comp Plan I” and “Deferred Comp Plan II”, respectively). Deferred Comp Plan I was frozen as to new participants and new deferrals effective January 1, 2005, and is maintained as a separate “grandfathered” plan under Section 409A of the Internal Revenue Code. Deferred Comp Plan II is structured to comply with Section 409A. Deferred Comp Plan II covers salaried employees of our company and its affiliates whose annualized base salary is $175,000 or more. Participation by those employees who otherwise qualify for coverage is at the discretion of the Board, the Compensation/Succession Committee or, in the case of employees other than executive officers, the Chief Executive Officer.

A participant in Deferred Comp Plan II can defer up to 75% of his or her base salary and up to 100% of his or her bonus. Earnings credits are added based upon hypothetical investment elections made by participants. A participant can elect each year when to be paid the base salary or bonus amounts deferred for that year, by electing to be paid upon a specified future date prior to separation from service or following retirement, in the form of a lump sum or in installments over a period of two to twenty years. If a participant separates from service prior to the elected payment date (or prior to qualifying for retirement), the payment will be made in a lump sum after separation from service, subject to the six month “specified employee” payment delay required by Section 409A. Withdrawals are allowed upon a showing of “hardship” by the participant in accordance with Section 409A. Small account balances of $10,000 or less are paid in a lump sum only.


ADM Proxy Statement 2018		43

EXECUTIVE COMPENSATION

Deferred Comp Plan II provides for “make-whole” company credits to the extent that a participant’s election to defer under the Deferred Comp Plan II causes a loss of company contributions under the 401(k) and Employee Stock Ownership Plan. No “make-whole” company credits were made on behalf of the named executive officers for fiscal year 2017.

A participant with an account balance remaining under Deferred Comp Plan I continues to receive earnings credits on such account based upon hypothetical investment elections made by the participant. A participant can establish up to two “scheduled distribution accounts” that are payable upon dates specified by the participant in either a lump sum or installments over a period of two to four years. A participant also can take unscheduled withdrawals of up to 25% of the balance of his or her accounts, subject to a withdrawal penalty of 10% of the withdrawn amount. Only one such unscheduled withdrawal is allowed in any year. Withdrawals also are allowed upon a showing of “hardship” by the participant. A participant’s account under Deferred Comp Plan I is paid following termination of employment. Payment following termination of employment is in a lump sum, except that a participant can elect to have installments paid over a period of two to 20 years if termination of employment occurs after retirement eligibility or due to disability.

Deferred Comp Plan I balances are fully-vested. A participant becomes vested in his or her company credits to Deferred Comp Plan II after two years of service. Unpaid amounts at death are paid to designated beneficiaries.

The hypothetical investment options available under Deferred Comp Plans I and II are determined by us and correspond with the investment options (other than our company’s common stock) that are made available to participants in the qualified 401(k) and Employee Stock Ownership Plan. These investment options are listed below, and the plan earnings credited to each participant’s account in these plans correspond to the earnings performance of the investment selected. Participants in the Deferred Comp Plans I and II may reallocate the amount of new deferrals and existing account balances among these investment options at any time. We do not set assets aside for the benefit of plan participants, but the Deferred Comp Plans I and II provide for full funding of all benefits upon a change-in-control or potential change-in-control, as defined in the plans.

In fiscal year 2017, the investment options available under Deferred Comp Plans I and II and their respective notional rates of return were as follows:


Deemed Investment Option		Fiscal Year 2017 Cumulative Return (1/1/17 to 12/31/17)
ADM Galliard Stable Value Fund		1.40%
Dodge & Cox Stock		18.33%
Ironbridge Small Cap		10.43%
PIMCO Total Return — Instl Class		5.13%
Vanguard Institutional Index — Instl Plus Shares		21.82%
Vanguard Morgan Growth — Admiral Shares		29.99%
Vanguard Wellington — Admiral Shares		14.82%
Vanguard International Growth — Admiral Shares		43.16%
T. Rowe Price Institutional Mid-Cap Equity Growth		26.02%
Vanguard Target Retirement 2015 Trust I		11.56%
Vanguard Target Retirement 2020 Trust I		14.18%
Vanguard Target Retirement 2025 Trust I		16.02%
Vanguard Target Retirement 2030 Trust I		17.61%
Vanguard Target Retirement 2035 Trust I		19.22%
Vanguard Target Retirement 2040 Trust I		20.82%
Vanguard Target Retirement 2045 Trust I		21.52%
Vanguard Target Retirement 2050 Trust I		21.48%
Vanguard Target Retirement 2055 Trust I		21.48%
Vanguard Target Retirement 2060 Trust I		21.51%
Vanguard Target Retirement 2065 Trust I		(1)
Vanguard Target Retirement Income Trust I		8.60%

(1) The inception date of the Vanguard Target Retirement 2065 Trust I was July 12, 2017, so no twelve-month cumulative return percentage is available.


44		ADM Proxy Statement 2018

EXECUTIVE COMPENSATION

Termination of Employment and Change-in-Control Arrangements

We have entered into certain agreements and maintain certain plans that will require us to provide compensation to our named executive officers in the event of a termination of employment or a change in control of our company. See the tabular disclosure and narrative description under the “Pension Benefits” and “Nonqualified Deferred Compensation” sections above for detail regarding payments that would result from a termination of employment or change-in-control of our company under our pension and nonqualified deferred compensation plans.

Under the terms of our stock option agreements, vesting and exercisability accelerate upon the death of the recipient or change in control of our company, and continue in accordance with the original vesting schedule if employment ends as a result of disability or retirement. If employment ends for reasons other than death, disability, retirement, or cause, a recipient forfeits any interest in the unvested portion of any option but retains the right to exercise the previously vested portion of any option for a period of three months. In addition, if an award recipient’s employment is terminated for cause, or if the recipient breaches a non-competition or confidentiality restriction or participates in an activity deemed by us to be detrimental to our company, the recipient’s right to exercise any unexercised options will terminate, the recipient’s right to receive option shares will terminate, and any shares already issued upon exercise of the option must be returned to us in exchange for the lesser of the shares’ then-current fair market value or the price paid for the shares, or the recipient must pay us cash in the amount of the gain realized by the recipient from the exercise of the option.

Under the terms of our 2017 RSU award agreements, vesting accelerates upon a change in control of the company only if the award recipient’s employment is terminated without cause or if the award recipient resigns for good reason, in each case, 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. Under the terms of our pre-2017 time-vested RSU award agreements, vesting accelerates upon a change in control of our company. Under all of our RSU award agreements, vesting accelerates upon death and continues in accordance with the original vesting schedule if employment ends as a result of disability or retirement. If employment ends for other reasons, the unvested portion of each award is forfeited. In addition, if an award recipient’s employment is terminated for cause, or if the recipient breaches a non-competition or confidentiality restriction or participates in an activity deemed by us to be detrimental to our company, the recipient’s unvested awards will be forfeited, and any award shares that have already been issued in settlement must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date the award vested.

Under the terms of our PSU award agreements, vesting accelerates upon the death of the award recipient or upon a change in control of our company only if the award recipient’s employment is terminated without cause or if the award recipient resigns for good reason, in each case, 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 all such instances, the PSU awards will vest based on actual performance during the truncated performance period and on a pro rata basis based on a target number of units for the year following the truncated performance period. If employment ends as a result of disability or retirement, vesting will continue in accordance with the original vesting schedule. If employment ends for other reasons, the unvested portion of each award is forfeited. In addition, if an award recipient’s employment is terminated for cause, or if the recipient breaches a non-competition or confidentiality restriction or participates in an activity deemed by us to be detrimental to our company, the recipient’s unvested awards will be forfeited, and any award shares that have already been issued in settlement must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date the award vested.


ADM Proxy Statement 2018		45

EXECUTIVE COMPENSATION

The amount of compensation payable to each named executive officer in various termination and change-in-control scenarios is listed in the table below. These payments and benefits are provided under the terms of agreements involving equity compensation awards. Unless otherwise indicated, the amounts listed are calculated based on the assumption that the named executive officer’s employment was terminated or that a change-in-control occurred on December 31, 2017.


Name		Voluntary Termination ($)	Involuntary Termination without Cause ($)	Termination for Cause ($)	Death ($)(1)	Disability ($)	Change in Control ($)(3)	Change in Control (Non- Assumption of Awards or Involuntary Termination Without Cause or Termination for Good Reason) ($)(4)	Retirement ($)
J. R. Luciano	Vesting of nonvested stock options	0	0	0	5,217,996	(2)	5,217,996	5,217,996	(5)
	Vesting of nonvested RSU awards	0	0	0	14,804,069	(2)	9,297,238	14,804,069	(5)
	Vesting of nonvested PSU awards	0	0	0	5,506,832	(2)	0	5,506,832	(5)
R. G. Young	Vesting of nonvested stock options	0	0	0	1,962,698	(2)	1,962,698	1,962,698	(5)
	Vesting of nonvested RSU awards	0	0	0	6,175,767	(2)	4,295,855	6,175,767	(5)
	Vesting of nonvested PSU awards	0	0	0	1,879,912	(2)	0	1,879,912	(5)
D. C. Findlay	Vesting of nonvested stock options	0	67,663(6)	0	1,146,996	(2)	1,146,996	1,146,996	(5)
	Vesting of nonvested RSU awards	0	0	0	3,667,440	(2)	2,566,042	3,667,440	(5)
	Vesting of nonvested PSU awards	0	0	0	1,101,398	(2)	0	1,101,398	(5)
G. A. Morris	Vesting of nonvested stock options	0	0	0	616,763	(2)	616,763	616,763	(5)
	Vesting of nonvested RSU awards	0	0	0	2,706,391	(2)	1,587,008	2,706,391	(5)
	Vesting of nonvested PSU awards	0	0	0	1,053,503	(2)	0	1,053,503	(5)
J. D. Taets	Vesting of nonvested stock options	0	0	0	791,970	(2)	791,970	791,970	(5)
	Vesting of nonvested RSU awards	0	0	0	3,543,272	(2)	2,257,428	3,543,272	(5)
	Vesting of nonvested PSU awards	0	0	0	1,340,796	(2)	0	1,340,796	(5)

(1) Pursuant to the terms of the stock option and RSU awards issued under the 2009 Incentive Compensation Plan, vesting and exercisability of these equity awards are accelerated in full upon death. The amount shown with respect to RSU awards was calculated by multiplying the number of units as to which accelerated vesting and settlement occurs by $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017. The amounts shown with respect to stock options were calculated with respect to options that were “in the money” as of December 31, 2017 and were determined by multiplying the number of shares subject to each option as to which accelerated vesting occurs by the difference between $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017, and the exercise price of the applicable stock option.

Pursuant to the terms of the PSU awards issued under the 2009 Incentive Compensation Plan, vesting of the PSU awards will accelerate upon death in an amount equal to the sum of (i) the number of units deemed to have earned and entitled to vest during the truncated performance period based on the company’s actual performance and (ii) the

target number of units multiplied by a fraction whose numerator is the number of fiscal years not included in the original performance period that were not included in the truncated performance period and whose denominator is three. The amount shown with respect to PSU awards, assuming the first year of the performance period has been completed and that the Relative TSR as well as the levels of both Adjusted ROIC and Adjusted EBITDA achieved for such one year period equate to a 100% payout of the total number of target shares, was calculated by (i) deeming 33% of the target number of shares earned and entitled to vest and (ii) multiplying the target number of shares by 66.7% of the remaining target share amount and finally (iii) multiplying the sum of (i) and (ii) by $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017.

(2) Pursuant to the terms of the stock option, RSU award and PSU unit award agreements issued under the 2009 Incentive Compensation Plan, vesting of these equity awards generally continues on the same schedule after retirement or termination of employment due to disability.


46		ADM Proxy Statement 2018

EXECUTIVE COMPENSATION

(3) Pursuant to the terms of the stock option and RSU awards issued prior to 2017 under the 2009 Incentive Compensation Plan, vesting and exercisability of these equity awards are accelerated in full upon a change in control. However, beginning in 2017, the company made the RSU awards as well as the PSU awards subject to a double trigger vesting and payout mechanism upon a change in control, meaning that only if (i) within 24 months after the change in control, one of our executive officer’s employment is terminated without cause or he or she resigns for good reason or (ii) the surviving entity in the change of control does not continue, assume, or replace the awards, the RSU awards will accelerate in full and the PSU awards will accelerate on a pro rata basis as described in footnote 1 above. Therefore, this column excludes the 2017 RSU and PSU awards and only includes unvested pre-2017 RSU awards. The amounts shown with respect to pre-2017 RSU awards were calculated by multiplying the number of units as to which accelerated vesting and settlement occurs by $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017. The amounts shown with respect to stock options were calculated with respect to options that were “in the money” as of December 31, 2017 and were determined by multiplying the number of shares subject to each option as to which accelerated vesting occurs by the difference between $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017, and the exercise price of the applicable stock option.

(4) Pursuant to the terms of the stock option and RSU awards issued prior to 2017 under the 2009 Incentive Compensation Plan, vesting and exercisability of these equity awards are accelerated in full upon a change in control. However, beginning in 2017, the company made the RSU awards as well as the PSU awards subject to a double trigger vesting and payout mechanism upon a change in control, meaning that only if (i) within

24 months after the change in control, one of our executive officer’s employment is terminated without cause or he or she resigns for good reason or (ii) the surviving entity in the change of control does not continue, assume, or replace the awards, the RSU awards will accelerate in full and the PSU awards will accelerate on a pro rata basis as described in footnote 1 above. Therefore, this column includes (i) all unexercisable options, (ii) all unvested RSU awards, and (iii) a portion of the unvested PSU awards (calculated in the manner set forth in footnote 1). The amounts shown with respect to stock options were calculated with respect to options that were “in the money” as of December 31, 2017 and were determined by multiplying the number of shares subject to each option as to which accelerated vesting occurs by the difference between $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017, and the exercise price of the applicable stock option. The amounts shown with respect to RSU and PSU awards was calculated by multiplying the number of units as to which accelerated vesting and settlement occurs by $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017.

(5) Because this named executive officer is not yet eligible for retirement under the terms of the ADM Retirement Plan, no current termination of employment would be considered “retirement” under any of the applicable equity-based compensation plans.

(6) In accordance with commitments made at the time of Mr. Findlay’s hiring, his 2013 stock option award is accelerated in full if his employment is terminated by us for reasons other than gross misconduct or by him for good reason. The amount shown was calculated in the manner described in footnote (1) above.

CEO Pay Ratio

The calculation of the pay ratio was based upon the same total compensation as shown for our Chairman and CEO in the Summary Compensation Table to include: (1) salary received in fiscal year 2017, (2) annual incentive payment received for performance in fiscal year 2017, (3) grant date fair value of any awards for fiscal year 2017, (4) change in pension value and nonqualified deferred compensation earnings, and (5) all other compensation as included in the Summary Compensation Table. We determined the median employee by using a consistently applied compensation measure of total cash compensation paid to our global employee population (including full-time, part-time, temporary, and seasonal employees) other than our Chairman and CEO, as of December 31, 2017. We define “total cash compensation” as base salary for salaried colleagues, base hourly compensation and overtime for hourly permanent employees, actual compensation for seasonal or temporary colleagues, sales commission (if applicable), and any annual cash incentive compensation for the year ending on December 31, 2017. To be consistent with our compensation philosophy, all global colleagues are paid based upon their local market as reviewed on an annual basis to ensure they are paid competitively. For purposes of the pay ratio, their compensation is converted to U.S. dollars as of December 31, 2017 exchange rate to determine the median employee. The median employee’s annual total compensation for fiscal year 2017 was $57,345. ⁽¹⁾ The annual total compensation of our Chairman and CEO, as identified in the Summary Compensation Table for fiscal year 2017 was $15,875,055. The ratio between the Chairman and CEO’s annual total compensation to the annual total compensation of our median employee is 276:1.

(1) When we determined the annual total compensation of the median employee in the same manner that we determine the total compensation of our named executive officers for purposes of the Summary Compensation Table, we reasonably determined there were compensation characteristics of the median employee’s compensation due to variances in local compensation and benefits practices that would have a significant impact on our CEO pay ratio. As a result, we substituted an alternate employee as our median employee who had substantially similar total cash compensation to the original median employee.


ADM Proxy Statement 2018		47

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION FOR FISCAL 2017

For fiscal 2017, our standard compensation for non-employee directors consists of an annual retainer in the amount of $275,000. With respect to the $275,000 annual retainer, $150,000 must be paid in stock units pursuant to our Stock Unit Plan for Non-Employee Directors. The remaining portion of the annual retainer may be paid in cash, stock units, or a combination of both, at the election of each non-employee director. Each stock unit is deemed for valuation and bookkeeping purposes to be the equivalent of a share of our common stock. In addition to the annual retainer for fiscal year 2017, our Lead Director received a stipend in the amount of $30,000, the chairman of the Audit Committee received a stipend in the amount of $20,000, the chairman of the Compensation/Succession Committee received a stipend in the amount of $20,000, and the chairman of the Nominating/Corporate Governance Committee received a stipend in the amount of $15,000. All such stipends are paid in cash. We do not pay fees for attendance at board and committee meetings. Directors are reimbursed for out-of-pocket traveling expenses incurred in attending board and committee meetings. Directors may also be provided with certain perquisites from time to time.

Stock units are credited to the account of each non-employee director on a quarterly basis in an amount determined by dividing the quarterly amount of the retainer to be paid in stock units by the fair market value of a share of our common stock on the last business day of that quarter, and are fully-vested at all times. As of any date on which cash dividends are paid on our common stock, each director’s stock unit account is also credited with stock units in an amount determined by dividing the dollar value of the dividends that would have been paid on the stock units in that director’s account had those units been actual shares by the fair market value of a share of our stock on the dividend payment date. For purposes of this plan, the “fair market value” of a share of our common stock on any date is the average of the high and low reported sales prices for our stock on the NYSE on that date. Each stock unit is paid out in cash on the first business day following the earlier of (i) five years after the end of the calendar year that includes the quarter for which that stock unit was credited to the director’s account, and (ii) when the director ceases to be a member of our Board. The amount to be paid will equal the number of stock units credited to a director’s account multiplied by the fair market value of a share of our stock on the payout date. A director may elect to defer the receipt of these payments in accordance with the plan.

The following table summarizes compensation provided to each non-employee director for services provided during fiscal year 2017.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
A. L. BOECKMANN	0	275,000	10,000	285,000
M. H. CARTER(4)	0	94,436	—	94,436
T. K. CREWS	145,000	150,000	—	295,000
P. DUFOUR	125,000	150,000	—	275,000
D. E. FELSINGER	35,000	275,000	12,458	322,458
S. F. HARRISON(5)	82,074	98,489	—	180,563
A. MACIEL(4)	62,500	51,510	—	114,010
P. J. MOORE	140,000	150,000	—	290,000
F. J. SANCHEZ	125,000	150,000	—	275,000
D. A. SANDLER	125,000	150,000	10,000	285,000
D. T. SHIH	125,000	150,000	—	275,000
K. R. WESTBROOK	145,000	150,000	7,500	302,500

(1) As described above, $150,000 of the annual retainer of $275,000 is paid in stock units, which are reported in the “Stock Awards” column. In addition, our directors may elect to receive the remaining portion of the annual retainer in the form of cash, stock units, or a combination of both. For fiscal year 2017, Mr. Boeckmann and Ms. Carter each elected to receive his or her entire annual retainer in the form of stock units.

(2) The amounts set forth in this column represent the grant date fair value of stock unit grants to each of the listed directors computed in accordance with the provisions of FASB ASC Topic 718. Each of the listed directors is a non-employee director and the fair value of services provided by each director has been used to calculate the number of stock units credited to each director by dividing the quarterly fair value of the services provided by the fair market value of a share of our company’s common stock on the last business day of the quarter. For purposes of this plan, the “fair market value” of a share of our common stock on any date is the average of the high and low reported sales prices for our stock on the NYSE on that date. The fair value of services provided by each

of the directors has been determined to be $68,750 per quarter. The aggregate number of stock units credited to the account of each non-employee director as of December 31, 2017 (including mandatory stock unit grants, voluntary elections to receive stock units, and the deemed reinvestment of dividends) was as follows:


Name		Number of Stock Units at 12/31/17
A. L. Boeckmann		41,629
T. K. Crews		23,764
P. Dufour		24,251
D. E. Felsinger		47,084
S. F. Harrison		1,467
P. J. Moore		51,361
F. J. Sanchez		12,377
D. A. Sandler		4,993
D. T. Shih		18,135
K. R. Westbrook		49,972


48		ADM Proxy Statement 2018

DIRECTOR COMPENSATION

(3) Consists of charitable gifts pursuant to the company’s matching charitable gift program which is available to substantially all employees and non-employee directors and personal aircraft use.

(4) Ms. Carter and Mr. Maciel did not stand for reelection at our 2017 Annual Meeting of Stockholders on May 4, 2017. The annual non-employee director compensation provided to each of them was prorated to reflect that period of service during 2017.

(5) Ms. Harrison was elected to our Board of Directors at our 2017 Annual Meeting of Stockholders on May 4, 2017, and her annual non-employee director compensation was prorated to reflect her period of service during 2017.

DIRECTOR COMPENSATION FOR FISCAL 2018

For fiscal 2018, our standard compensation for non-employee directors will consist of an annual retainer in the amount of $300,000. With respect to the $300,000 annual retainer, $175,000 must be paid in stock units pursuant to our Stock Unit Plan for Non-Employee Directors, which will be credited to the directors’ accounts in the same manner described above. The remaining portion of the annual retainer may be paid in cash, stock units, or a combination of both, at the election of each non-employee director. We will pay the following stipends in addition to the annual retainer: our Lead Director will receive $30,000, the chairman of the Audit Committee will receive $25,000, the chairman of the Compensation/Succession Committee will receive $20,000, and the chairman of the Nominating/Corporate Governance Committee will receive $15,000. All such stipends are paid in cash. We will continue our practice of not paying fees, but will reimburse out-of-pocket traveling expenses, for attendance at board and committee meetings.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Our company has guidelines regarding ownership of shares of our common stock by our non-employee directors. These guidelines call for non-employee directors to own shares of common stock (including stock units issued pursuant to the Stock Unit Plan for Non-Employee Directors) over time with a fair market value of not less than five times the amount of the maximum cash portion of the annual retainer, which is an increase from our guideline in effect prior to 2017 of not less than three times the amount of the maximum cash portion of the annual retainer. Application of these guidelines will consider the time each director has served on our Board of Directors, as well as stock price fluctuations that may impact the achievement of the five times cash retainer ownership guidelines.

We prohibit non-employee directors from pledging company securities if they have not met stock ownership guidelines, and we require our non-employee directors to obtain approval from our General Counsel before pledging company securities.


ADM Proxy Statement 2018		49

EQUITY COMPENSATION PLAN INFORMATION; RELATED TRANSACTIONS

Equity Compensation Plan Information at December 31, 2017


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights(a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(c)
Equity Compensation Plans Approved by Security Holders	16,386,954(1)	$31.19(2)	7,911,795(3)
Equity Compensation Plans Not Approved by Security Holders	—	—	—
Total	16,386,954(1)	$31.19(2)	7,911,795(3)

(1) Consists of 1,231,851 shares to be issued upon exercise of outstanding options pursuant to our 2002 Incentive Compensation Plan, and 4,790,344 shares to be issued upon vesting of outstanding restricted stock units, 574,260 shares to be issued upon vesting of outstanding performance units, and 9,790,499 shares to be issued upon exercise of outstanding options pursuant to our 2009 Incentive Compensation Plan, all as of December 31, 2017.

(2) Weighted-average exercise price for outstanding stock options under our 2002 Incentive Compensation Plan and 2009 Incentive Compensation Plan. See footnote 1 above with respect to restricted stock units and performance share units granted under our 2009 Incentive Compensation Plan. The weighted-average exercise price does not take these awards into account.

(3) Consists of 7,911,795 shares available for issuance pursuant to our 2009 Incentive Compensation Plan as of December 31, 2017. Benefits which may be granted under the 2009 Incentive Compensation Plan are options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and cash-based awards.

As of March 23, 2018, other than the Employee Stock Purchase Plan that is subject to approval by our stockholders pursuant to Proposal No. 4 of this proxy statement, our company does not have any equity compensation plans that have not been approved by our stockholders.

R eview and Approval of Certain Relationships and Related Transactions

Various policies and procedures of our company, including our Code of Conduct, our bylaws, the charter of the Nominating/Corporate Governance Committee, and annual questionnaires completed by all of our directors and executive officers, require the directors and executive officers to disclose and otherwise identify to the company the transactions or relationships that may constitute conflicts of interest or otherwise require disclosure under applicable SEC rules as “related person transactions” between our company or its subsidiaries and related persons. For these purposes, a related person is a director, executive officer, nominee for director, or 5% stockholder of the company since the beginning of the last fiscal year and their immediate family members.

Although the company’s processes vary with the particular transaction or relationship, in accordance with our Code of Conduct, directors, executive officers, and other company employees are directed to inform appropriate supervisory personnel as to the existence or potential existence of such a transaction or relationship. To the extent a related person is involved in the relationship or has a material interest in the transaction, the company’s practice, although not part of a written policy, is to refer consideration of the matter to the Board or the Audit Committee. The transaction or relationship will be evaluated by the Board or the Committee, which will approve or ratify it if it is determined that the transaction or relationship is fair and in the best interests of the company. Generally, transactions and series of related transactions of less than $120,000 are approved or ratified by appropriate company supervisory personnel and are not approved or ratified by the Board or a committee thereof.

Certain Relationships and Related Transactions

During the fiscal year ended December 31, 2017, the brother of C. Cuddy, one of our executive officers, was employed by our company as a vice president of our Golden Peanut and Tree Nut business. Such relationship was considered by the Audit Committee and found to be fair and in the best interests of our company.


50		ADM Proxy Statement 2018

REPORT OF THE AUDIT COMMITTEE

The Audit Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility to the stockholders relating to the Company’s (i) financial statements and the financial reporting process, (ii) preparation of the financial reports and other financial information provided by the Company to any governmental or regulatory body, (iii) systems of internal accounting and financial controls, (iv) internal audit functions, (v) annual independent audit of the Company’s financial statements, (vi) major risk exposures, (vii) legal compliance and ethics programs as established by management and the Board, (viii) related-party transactions, and (ix) performance of the compliance function.

The Audit Committee assures that the corporate information gathering, analysis and reporting systems developed by management represent a good faith attempt to provide senior management and the Board of Directors with information regarding material acts, events, and conditions within the Company. In addition, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor. The Audit Committee ensures that the Company establishes, resources, and maintains a professional internal auditing function and that there are no unjustified restrictions or limitations imposed on such function. The Audit Committee reviews the effectiveness of the internal audit function and reviews and approves the actions relating to the General Auditor, including performance appraisals and related base and incentive compensation. The Audit Committee is comprised of five independent directors, all of whom are financially literate and one of whom (T. K. Crews, the Chairman) has been determined by the Board of Directors to be an “audit committee financial expert” as defined by the Securities and Exchange Commission (“SEC”).

Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the annual report with management, including a discussion of the quality — not just the acceptability — of the accounting principles, the reasonableness of significant judgments, the development and selection of the critical accounting estimates, and the clarity of disclosures in the financial statements. Also, the Audit Committee discussed with management education regarding compliance with the policies and procedures of the Company as well as federal and state laws.

The Audit Committee reviewed and discussed with the independent auditor, who is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, the effectiveness of the Company’s internal control over financial reporting, and the matters required to be discussed by the applicable Public Company Accounting Oversight Board (“PCAOB”) standards including their judgment as to the quality — not just the acceptability — of the Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. In addition, the Audit Committee received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed with the independent auditor the auditor’s independence from management and the Company. The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy and considered the compatibility of non-audit services with the independent auditor’s independence. The Audit Committee recommended to the Board of Directors (and the Board of Directors approved) a hiring policy related to current and former employees of the independent auditor.

The Committee discussed the Company’s major risk exposures, the steps management has taken to monitor and control such exposures, and guidelines and policies to govern the Company’s risk assessment and risk management processes.

The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Company’s internal audit function and the Company’s independent auditor. The Audit Committee discussed with the internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the accounting and financial controls, and the overall quality of the Company’s financial reporting. The Audit Committee met individually with members of management in executive session. The Audit Committee held nine meetings during fiscal year 2017.

The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance, tenure and independence of the Company’s independent auditor and determines whether to re-engage the current independent auditor. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors, the auditors’ global capabilities and the auditors’ technical expertise and knowledge of the Company’s operations and industry. Based on this evaluation, the Audit Committee has appointed Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2018. The members of the Audit Committee and the Board believe that, due to Ernst & Young LLP’s knowledge of the Company and of the industries in which the Company operates, it is in the best interests of the Com-


ADM Proxy Statement 2018		51

REPORT OF THE AUDIT COMMITTEE

pany and its stockholders to continue retention of Ernst & Young LLP to serve as the Company’s independent auditor. Although the Audit Committee has the sole authority to appoint the independent auditors, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2017 for filing with the SEC.

T. K. Crews, Chairman

P. Dufour

P. J. Moore

F. J. Sanchez

D. A. Sandler


52		ADM Proxy Statement 2018

PROPOSAL NO. 2

PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the company’s financial statements. The Audit Committee has appointed Ernst & Young LLP as our company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. Ernst & Young LLP, or its predecessor firms, has served as our independent registered public accounting firm for more than 85 years.

The Audit Committee is responsible for the audit fee negotiations associated with our company’s retention of Ernst & Young LLP. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be regular rotation of the independent registered public accounting firm. In conjunction with the required rotation of Ernst & Young LLP’s lead engagement partner, the Audit Committee and its Chairman are directly involved in the selection of Ernst & Young LLP’s new lead engagement partner.

We are asking our stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, our Board is submitting the selection of Ernst & Young LLP to our stockholders as a matter of good corporate practice. The members of the Audit Committee, and the Board of Directors, believe that the continued retention of Ernst & Young LLP to serve as the company’s independent registered public accounting firm is in the best interests of our company and its stockholders. Representatives of Ernst & Young LLP will attend the annual meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as our company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

Fees Paid to Independent Auditors

The following table shows the aggregate fees paid to Ernst & Young LLP by us for the services it rendered during the fiscal years ended December 31, 2017 and December 31, 2016.


Description of Fees	2017	2016
Audit Fees(1)	$15,568,000	$14,757,000
Audit-Related Fees(2)	1,375,000	3,933,000
Tax Fees(3)	1,591,000	583,000
All Other Fees(4)	604,000	1,728,000
Total	$19,138,000	$21,001,000

(1) Includes fees for audit of annual financial statements, reviews of the related quarterly financial statements, audit of the effectiveness of our company’s internal control over financial reporting, certain statutory audits, and SEC filings.

(2) Includes fees for accounting and reporting assistance, 1ADM business transformation program assessment, due diligence for mergers and acquisitions which reflects decreased portfolio actions by the company in 2017, and audit-related work in connection with employee benefit plans of our company.

(3) Includes fees related to tax planning advice, tax return preparation, and expatriate tax services.

(4) Includes fees for advisory services related to strategic initiatives.

Audit Committee Pre-Approval Policies

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy. This policy provides that audit services engagement terms and fees, and any changes in such terms or fees, are subject to the specific pre-approval of the Audit Committee. The policy further provides that all other audit services, audit-related services, tax services, and permitted non-audit services are subject to pre-approval by the Audit Committee. All of the services Ernst & Young LLP performed for us during fiscal years 2017 and 2016 were pre-approved by the Audit Committee.


ADM Proxy Statement 2018		53

PROPOSAL NO. 3

PROPOSAL NO. 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, the following proposal provides our stockholders with an opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. In considering your vote, you may wish to review the “Compensation Discussion and Analysis” discussion herein, which provides details as to our compensation policies, procedures, and decisions regarding the named executive officers, as well as the Summary Compensation Table and other related compensation tables, notes, and narrative disclosures in this proxy statement. This vote is not intended to address any specific element of our executive compensation program, but rather the overall compensation program for our named executive officers.

The Compensation/Succession Committee, which is comprised entirely of independent directors, and our Board of Directors believe that the executive compensation policies, procedures, and decisions made with respect to our named executive officers are competitive, are based on our pay-for-performance philosophy, and are focused on achieving our company’s goals and enhancing stockholder value.

Accordingly, for the reasons discussed above and in the “Compensation Discussion and Analysis” section of this proxy statement, the Board asks our stockholders to vote FOR the adoption of the following resolution to be presented at the Annual Meeting of Stockholders in 2018:

RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section, the compensation tables, and the related narrative disclosure in this Proxy Statement.

Although this advisory vote is not binding on our Board of Directors, the Board and the Compensation/Succession Committee will review and expect to take into account the outcome of the vote when considering future executive compensation decisions.

The Board of Directors recommends that you vote FOR the approval of the advisory resolution on the compensation of our company’s named executive officers, as disclosed in this proxy statement. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.


54		ADM Proxy Statement 2018

PROPOSAL NO. 4

PROPOSAL NO. 4 — APPROVAL OF THE ADM EMPLOYEE STOCK PURCHASE PLAN

Introduction

We are asking our stockholders to approve the ADM Employee Stock Purchase Plan (the “Plan”), which is intended to be a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code (the “Code”). The Plan was approved by our Board of Directors on February 8, 2018.

The purpose of the Plan is to provide our employees with a convenient means of purchasing shares of our common stock at a discount to market prices through the use of payroll deductions. The full text of the Plan is contained in Annex B to this proxy statement, and the material features of the Plan are summarized below.

Administration

The Compensation/Succession Committee of our Board of Directors (the “Committee”) is authorized to administer the Plan. The Committee has full authority to adopt rules and procedures to administer the Plan, to interpret the provisions of the Plan, to determine the terms and conditions of offerings under the Plan, to designate which of our subsidiaries may participate in the Plan, and to adopt rules, procedures, and sub-plans to permit employees of foreign subsidiaries to participate in the Plan on a basis intended to achieve tax, securities law, or other compliance objectives in locations outside of the United States. All costs and expenses incurred for Plan administration are paid by us.

Securities Subject to the Plan

Up to 4,000,000 shares of our common stock may be purchased by participants under the Plan. The shares are to be made available from authorized but unissued shares of our common stock. Any shares issued under the Plan will reduce, on a one-for-one basis, the number of shares available for subsequent issuance under the Plan. In the event of any change to our outstanding common stock, such as a recapitalization, stock dividend, stock split, or similar event, appropriate adjustments will be made to the number and class of shares available under the Plan, the limit on the number of shares that a participant may purchase during any purchase period, and the number, class, and purchase price of shares subject to purchase under any pending offering.

Eligibility and Participation

With one exception, any individual employed by our company or any participating subsidiary corporation is eligible to participate in the Plan. However, no employee who owns stock possessing 5% or more of the total combined voting power or value of all classes of our stock or the stock of any of our subsidiaries may participate in the Plan. The Committee may, consistent with the requirements of Section 423, impose additional eligibility requirements for individual offerings under the Plan. As of March 12, 2018, we estimate that approximately 18,000 employees, including our nine executive officers, were eligible to participate in the Plan.

Eligible employees may enroll in the Plan and begin participating at the start of any purchase period.

Purchase Periods and Purchase Dates

Shares of common stock will be offered under the Plan through a series of offerings, each of which consists of a single purchase period of six months, or such other duration (up to 27 months) as the Committee may prescribe. If our stockholders approve this proposal, we expect that our shares will be offered under the Plan through a series of successive six-month purchase periods that are expected to commence on July 1, 2018 and on the first day of July and January thereafter. Purchases under the Plan are expected to occur on the last trading day of June and December each year.

Purchase Price

Unless a lesser purchase price is established by the Committee, the purchase price of each of common stock sold pursuant to the Plan will be 95% of the fair market value of a share of common stock on the purchase date at the end of the applicable six-month purchase period. In no event will the purchase price be less than 85% of the fair market value of a share of our common stock on the purchase date.

The fair market value of a share of our common stock on any relevant date under the Plan will be deemed to be equal to the closing sale price per share on such date on the New York Stock Exchange. The closing sale price of our common stock on the New York Stock Exchange on March 12, 2018 was $44.53 per share.


ADM Proxy Statement 2018		55

PROPOSAL NO. 4

Payroll Deductions and Stock Purchases

Each participant may elect to have a percentage of eligible compensation between 1% and 10% withheld as a payroll deduction per pay period. The accumulated deductions will automatically be applied on each purchase date (the last trading day of a purchase period) to the purchase of shares of our common stock at the purchase price in effect for that purchase date. In connection with specific offerings under the Plan, the Committee may permit participants to make additional contributions other than by payroll deductions during the applicable purchase period. For purposes of the Plan, eligible compensation generally includes cash compensation including wages, salary, commission, and overtime earnings, and excludes bonuses, company 401(k) contributions, amounts deferred to a non-qualified deferred compensation plan, expense reimbursements and allowances, and income with respect to equity-based awards.

Special Limitations

The Plan imposes certain limitations upon a participant’s right to purchase our common stock under the Plan, including the following:

•

A participant may not be granted rights to purchase more than $25,000 worth of our common stock (valued at the time each purchase right is granted) for each calendar year in which such purchase rights are outstanding.

•

No participant may purchase more than 1,000 shares of our common stock (or such other number of shares as the Committee may designate for a specific offering) on any one purchase date.

Changing Contribution Amounts; Withdrawal from Plan

A participant may decrease or increase the amount of his or her payroll deduction contributions effective as of the first day of the next purchase period. A participant may also decrease the amount of his or her payroll deduction contributions during a purchase period. A participant may withdraw from the Plan at any time, and his or her accumulated (but not yet invested) contributions to the Plan will be refunded.

Termination of Employment

A participant’s purchase right will immediately terminate upon his or her termination of employment for any reason. Any payroll deductions that the participant may have made for the purchase period in which such termination of employment occurs will be refunded and will not be applied to the purchase of common stock.

Stockholder Rights

No participant will have any stockholder rights with respect to the shares covered by his or her purchase rights under the Plan until the shares are actually purchased on the participant’s behalf through the Plan and issued and delivered.

Transferability

No purchase rights under the Plan will be assignable or transferable by the participant, except by will or the laws of inheritance following a participant’s death. Unless otherwise provided in connection with a specific offering, shares of common stock purchased through the Plan by a participant may not be sold by the participant prior to the later of two years after the first day of the purchase period in which the shares were acquired or more than one year after the actual purchase date of the shares.

Corporate Transactions

If our company is acquired by merger, consolidation, or other reorganization, or sells all or substantially all its assets, each right to acquire shares on any purchase date scheduled to occur after the date of the consummation of the acquisition transaction shall be continued or assumed or an equivalent right shall be substituted by the surviving or successor corporation or its parent or subsidiary. If those rights are not continued, assumed, or substituted, then our Board of Directors may terminate the Plan or shorten the purchase period then in progress by setting a new purchase date to occur prior to the transaction.

Share Proration

Should the total number of shares of common stock to be purchased pursuant to outstanding purchase rights on any particular purchase date exceed the number of shares remaining available for issuance under the Plan at that time, the Committee will make a pro rata allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll deductions of each participant not used to purchase shares will be refunded.


56		ADM Proxy Statement 2018

PROPOSAL NO. 4

Amendment and Termination

The Plan may be terminated at any time by the Board of Directors, and will terminate upon the date on which all shares remaining available for issuance under the Plan are sold pursuant to exercised purchase rights.

The Committee may at any time amend or suspend the Plan. However, the Committee may not, without stockholder approval, amend the Plan to (i) increase the number of shares issuable under the Plan, (ii) effect any other change in the Plan that would require stockholder approval under applicable law or the New York Stock Exchange rules, or (iii) effect any other change in the Plan that would require stockholder approval in order to maintain compliance with Code Section 423.

U.S. Federal Income Tax Consequences

The following is a summary of the principal United States federal income tax consequences to the company and to participants subject to U.S. taxation with respect to participation in the Plan. This summary assumes the Plan qualifies as an “employee stock purchase plan” within the meaning of Code Section 423, is not intended to be exhaustive and does not discuss the income tax laws of any city, state or foreign jurisdiction in which a participant may reside.

Under a qualified Code Section 423 arrangement, no taxable income will be recognized by a participant, and no deductions will be allowed to the company, upon either the grant or the exercise of purchase rights under the Plan. Taxable income will not be recognized until either there is a sale or other disposition of the shares acquired under the Plan or in the event the participant dies while still owning the purchased shares.

If a participant sells or otherwise disposes of the purchased shares within two years after the first day of the purchase period in which such shares were acquired, or within one year after the actual purchase date of those shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the amount by which the closing market price of the shares on the purchase date exceeded the purchase price paid for those shares, and the company will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal in amount to such excess. The participant also will recognize a capital gain to the extent the amount realized upon the sale of the shares exceeds the sum of the aggregate purchase price for those shares and the ordinary income recognized in connection with their acquisition.

If a participant sells or otherwise disposes of the purchased shares more than two years after the first day of the purchase period in which the shares were acquired and more than one year after the actual purchase date of those shares, the participant will recognize ordinary income in the year of sale or disposition equal to the lower of (i) the amount by which the selling price of the shares on the sale or disposition date exceeded the purchase price paid for those shares or (ii) 5% of the closing market price of the shares on the first day of the purchase period in which the shares were acquired (or such purchase price discount provided by the Committee for the purchase period, not to exceed 15%). Any additional gain upon the disposition will be taxed as a long-term capital gain. The company will not be entitled to an income tax deduction with respect to such disposition.

If a participant still owns the purchased shares at the time of death, his or her estate will recognize ordinary income in the year of death equal to the lower of (i) the amount by which the closing market price of the shares on the date of death exceeds the purchase price or (ii) 5% of the closing market price of the shares on the first day of the purchase period in which those shares were acquired (or such purchase price discount provided by the Committee for the purchase period, not to exceed 15%).

Plan Benefits

The benefits to be received by our officers and employees under the Plan are not determinable because the amounts of future purchases by participants are based on elective participant contributions.

The Board of Directors recommends that you vote FOR the approval of the Plan. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.


ADM Proxy Statement 2018		57

PROPOSAL NO. 5

PROPOSAL NO. 5 — STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN

Text of Stockholder Proposal

Proposal 5 — Independent Board Chairman

Shareholders request our Board of Directors to adopt as policy, and amend our governing documents as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. The Board would have the discretion to phase in this policy for the next CEO transition, implemented so it does not violate any existing agreement.

If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chairman. This proposal requests that all the necessary steps be taken to accomplish the above.

Caterpillar is an example of a company recently changing course and naming an independent board chairman. Caterpillar had strongly opposed a shareholder proposal for an independent board chairman as recently as its 2016 annual meeting. Wells Fargo also changed course and named an independent board chairman in 2016.

It was reported that 53% of the Standard & Poors 1,500 firms separate these 2 positions (2015 report): Chairman and CEO. This proposal topic won 50%-plus support at 5 major U.S. companies in 2013 including 73%-support at Netflix.

This proposal topic won 47% support at our 2014 annual meeting. This 47%-support would have been higher (perhaps 51%) if small shareholders had the same access to corporate governance information as large shareholders. Plus in 2014 our stock was above $50.

Also there was weakness in our board with Directors Kelvin Westbrook and Patrick Moore receiving our highest negative votes by far in 2017. They each had long-tenure which can impair the independence of a director. Independence is a highly valuable attribute in a director.

A number of institutional investors said that a strong, objective board leader can best provide the necessary oversight of management. Thus, the California Public Employees’ Retirement System’s Global Principles of Accountable Corporate Governance recommends that a company’s board should be chaired by an independent director, as does the Council of Institutional Investors. An independent director serving as chairman can help ensure the functioning of an effective board.

Please vote to enhance CEO accountability to shareholders:

Independent Board Chairman — Proposal 5

Recommendation of the Board of Directors AGAINST the Proposal

The Board has carefully considered the above proposal and recommends that stockholders vote against the proposal for the following reasons:

The Company’s Lead Director Ensures Strong Independent Board Leadership

Our independent directors elect our Lead Director, who has well-defined responsibilities as set forth in our Corporate Governance Guidelines that ensure our Board provides effective independent oversight of management. The Board expanded these responsibilities since our last annual meeting in the areas of determining performance criteria for evaluating the Chief Executive Officer, evaluating the Board, committees and individual directors, and planning for management succession.

Our Lead Director:

•

Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, and regularly meets with the Chairman and Chief Executive Officer for discussion of appropriate matters arising from these sessions;

•

Coordinates the activities of the other independent directors and serves as liaison between the Chairman and the independent directors;

•

Consults with the Chairman and approves all meeting agendas, schedules and information 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;

•

Interviews, along with the Chairman and the Chair and members of the Nominating/Corporate Governance Committee, all director candidates and makes recommendations to the Nominating/Corporate Governance Committee;


58		ADM Proxy Statement 2018

PROPOSAL NO. 5

•

Advises the Nominating/Corporate Governance Committee on the selection of members of the Board committees;

•

Advises the Board committees on the selection of committee chairs;

•

Works with the Chairman and Chief Executive Officer to propose a schedule of major discussion items for the Board;

•

Guides the Board’s governance processes;

•

Provides leadership to the Board if circumstances arise in which the role of the Chairman or Chief Executive Officer may be, or may be perceived to be, in conflict;

•

Has the authority to call meetings of the independent directors;

•

If requested by major stockholders, ensures that he is available for consultation and direct communication;

•

Leads the non-management directors in determining performance criteria for evaluating the Chief Executive Officer and coordinates the annual performance review of the Chief Executive Officer;

•

Works with the Chair of the Compensation/Succession Committee to guide the Board’s discussion of management succession plans;

•

Works with the Chair and members of the Nominating/Corporate Governance Committee to facilitate the evaluation of the performance of the Board, committees and individual directors; and

•

Performs such other duties and responsibilities as the Board may determine.

In addition to having a Lead Director position with significant responsibilities, the Company has a number of governance structures in place to support the independent operation of the Board:

•

Ten out of eleven of the current directors — all directors other than Mr. Luciano — are independent under the standards of the New York Stock Exchange;

•

The Board’s Audit Committee, Compensation/Succession Committee, and Nominating/Corporate Governance Committee are composed solely of independent directors;

•

Non-management directors meet privately in executive session presided over by the Lead Director at least quarterly, and if any of the non-management directors are not independent pursuant to the Board’s independence determination, at least one executive session each year will include only independent directors;

•

Non-management directors determine the performance criteria for evaluating the Chief Executive Officer and perform the annual performance review of the Chief Executive Officer;

•

Directors have full and free access to the officers and employees of the Company; and

•

The Board and each committee of the Board has the power to retain experts or advisors without consulting or obtaining the approval of any officer of the Company.

The Board Should Continue to Have Flexibility to Determine in its Business Judgment Whether to Separate or Combine the Roles of Chairman and Chief Executive Officer

The Board believes it is important to maintain the flexibility to choose whether to separate the Chairman and Chief Executive Officer roles at the Company. The Board believes the proposed policy would be detrimental to the Company because it would remove the Board’s flexibility and narrow the governance arrangements that the Board may consider. The Board believes that, depending on the Company’s circumstances at any given point in time, it may not be in the best interests of the Company or its stockholders to have a Chairman who is an independent director for a variety of reasons. Overall, the Board believes it should be allowed to use its business judgment to select the director it believes is best suited to serve as Chairman and to change that determination as facts and circumstances change.

The Board Regularly Reviews and Assesses Board Leadership Structure

The Board regularly reviews its governance processes including its leadership structure, and will make determinations based upon the best interests of the Company and its stockholders at that time. The Board considers, among other things, the changing needs of the Board and the Company and evolving corporate governance best practices (which show, according to the Spencer Stuart U.S. Board Index 2017, that 72% of S&P 500 companies do not have an independent board chairman). The Board also considers current trends and stockholder feedback received through engagement and votes on stockholder proposals (such as the similar proposals voted on by stockholders in 2014 and 2015, neither of which received the support of a majority of the Company’s stockholders).


ADM Proxy Statement 2018		59

PROPOSAL NO. 5

The Current Leadership Structure is the Most Effective for the Company

At present, the independent directors have determined that the Company is well-served by having both Chairman and Chief Executive Officer roles performed by Mr. Luciano, who provides excellent leadership and direction for both management and the Board and who facilitates the flow of business information and communications. This structure allows our Chief Executive Officer to speak for and lead the Company and Board while also providing for effective oversight and governance by an independent Board through the independent Lead Director.

Accordingly, the Board of Directors recommends that stockholders vote AGAINST this stockholder proposal. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.


60		ADM Proxy Statement 2018

SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER MATTERS

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS

Proposals of stockholders, including nominations for director, intended to be presented at the next annual meeting and desired to be included in our proxy statement for that meeting must be received by the Secretary, Archer-Daniels-Midland Company, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, no later than November 23, 2018, and, in the case of nominations for director, no earlier than October 24, 2018, in order to be included in such proxy statement. These proposals and nominations must also meet all the relevant requirements of our bylaws in order to be included in our proxy statement. Generally, if written notice of any stockholder proposal intended to be presented at the next annual meeting, and not included in our proxy statement for that meeting, is not delivered to the Secretary at the above address between February 2, 2019 and March 4, 2019 (or, if the next annual meeting is called for a date that is not within the period from April 3, 2019 to June 2, 2019, if such notice is not so delivered by the close of business on the tenth day following the earlier of the date on which notice of the date of such annual meeting is mailed or public disclosure of the date of such annual meeting is made), or if such notice does not contain the information required by Section 1.4(c) of our bylaws, the chair of the annual meeting may declare that such stockholder proposal be disregarded.

Stockholders with the Same Address

Individual stockholders sharing an address with one or more other stockholders may elect to “household” the mailing of the proxy statement and our annual report. This means that only one annual report and proxy statement will be sent to that address unless one or more stockholders at that address specifically elect to receive separate mailings. Stockholders who participate in householding will continue to receive separate proxy cards. Also, householding will not affect dividend check mailings. We will promptly send a separate annual report and proxy statement to a stockholder at a shared address on request. Stockholders with a shared address may also request us to send separate annual reports and proxy statements in the future, or to send a single copy in the future if we are currently sending multiple copies to the same address.

Requests related to householding should be made in writing and addressed to Investor Relations, Archer-Daniels-Midland Company, 4666 Faries Parkway, Decatur, Illinois 62526-5666, or by calling our Investor Relations at 217-424-5656. If you are a stockholder whose shares are held by a bank, broker, or other nominee, you can request information about householding from your bank, broker, or other nominee.

Other Matters

It is not contemplated or expected that any business other than that pertaining to the subjects referred to in this proxy statement will be brought up for action at the meeting, but in the event that other business does properly come before the meeting calling for a stockholders’ vote, the named proxies will vote thereon according to their best judgment in the interest of our company.

By Order of the Board of Directors

ARCHER-DANIELS-MIDLAND COMPANY

LOGO

D. C. Findlay, Secretary

March 23, 2018


ADM Proxy Statement 2018		61

ANNEX A

DEFINITION AND RECONCILIATION OF NON-GAAP MEASURES

We use Adjusted ROIC to mean “Adjusted ROIC Earnings” divided by “Adjusted Invested Capital”. Adjusted ROIC Earnings is the Company’s net earnings attributable to controlling interests adjusted for the after-tax effects of interest expense, changes in the LIFO reserve, and other specified items. Adjusted Invested Capital is the average of quarter-end amounts for the trailing four quarters, with each such quarter-end amount being equal to the sum of the Company’s equity (excluding noncontrolling interests), interest-bearing liabilities, the after-tax effect of the LIFO reserve, and other specified items. Management uses Adjusted ROIC to measure the Company’s performance by comparing Adjusted ROIC to the Company’s weighted average cost of capital, or WACC.

Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, and Amortization, adjusted for specified items. Adjusted EPS is defined as diluted Earnings Per Share adjusted for the effects on reported diluted EPS of certain specified items. Management believes Adjusted EBITDA and Adjusted EPS are useful measures of the Company’s performance because they provide investors additional information about the Company’s operations allowing better evaluation of underlying business performance and better period-to-period comparability.

Adjusted economic value added (EVA) is the Company’s trailing 4-quarter economic value added adjusted for LIFO and other specified items. The Company calculates economic value added by comparing ADM’s trailing 4-quarter adjusted returns to its Annual WACC multiplied by adjusted invested capital. Adjusted economic value added is a non-GAAP financial measure and is not intended to replace or be an alternative to GAAP financial measures.

Adjusted ROIC, Adjusted ROIC Earnings, Adjusted Invested Capital, Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures and are not intended to replace or be alternatives to GAAP financial measures. The following tables present reconciliations of Adjusted ROIC Earnings to net earnings attributable to controlling interests, the most directly comparable amount reported under GAAP; of Adjusted Invested Capital to Total Shareholders’ Equity, the most directly comparable amount reported under GAAP; of Adjusted EBITDA to earnings before income taxes, the most directly comparable amount reported under GAAP; of Adjusted EPS to diluted EPS, the most directly comparable amount reported under GAAP; and the calculations of Adjusted EVA and Adjusted ROIC for the year ended December 31, 2017.

ADJUSTED EVA(1) CALCULATION (TWELVE MONTHS ENDED DECEMBER 31, 2017)

Adjusted ROIC 6.4% less Annual WACC 6.0% x Adjusted Invested Capital $24,850* = $99*

ADJUSTED ROIC(1) CALCULATION (TWELVE MONTHS ENDED DECEMBER 31, 2017)

Adjusted ROIC Earnings $1,594* ÷ Adjusted Invested Capital $24,850* = 6.4%

Adjusted ROIC Earnings including biodiesel blender’s tax credit $1,717* ÷ Adjusted Invested Capital including biodiesel blender’s tax credit $24,881* = 6.9%

*in millions


ADJUSTED ROIC EARNINGS(1) (IN MILLIONS)	Quarter Ended				Four Quarters Ended

	Mar 31, 2017	Jun 30, 2017	Sep 30, 2017	Dec 31, 2017	Dec 31, 2017
Net earnings attributable to ADM	$339	$276	$192	$788	$1,595
Adjustments:
Interest expense	81	86	79	84	330
LIFO	(13)	9	—	2	(2)
Other specified items	14	20	106	(303)	(163)
Total adjustments	82	115	185	(217)	165
Tax on adjustments	(28)	(13)	(70)	(55)	(166)
Net adjustments	54	102	115	(272)	(1)
Total Adjusted ROIC Earnings	$393	$378	$307	$516	$1,594
Biodiesel blender’s tax credit	—	—	—	123	123
Total Adjusted ROIC Earnings including biodiesel blender’s tax credit	$393	$378	$307	$639	$1,717


A-1		ADM Proxy Statement 2018

DEFINITION AND RECONCILIATION OF NON-GAAP MEASURES


ADJUSTED INVESTED CAPITAL(1) (IN MILLIONS)	Quarter Ended				Trailing Four Quarter Average

	Mar 31, 2017	Jun 30, 2017	Sep 30, 2017	Dec 31, 2017	Dec 31, 2017
Shareholders’ Equity(2)	$17,121	$17,411	$17,570	$18,313	$17,604
+ Interest-bearing liabilities(3)	7,207	6,980	7,336	7,493	7,254
+ LIFO adjustment (net of tax)	39	44	44	46	43
+ Other specified items	12	43	66	(326)	(51)
Total Adjusted Invested Capital	$24,379	$24,478	$25,016	$25,526	$24,850
Biodiesel blender’s tax credit	—	—	—	123	31
Total Adjusted Invested Capital including biodiesel blender’s tax credit	$24,379	$24,478	$25,016	$25,649	$24,881


ADJUSTED EBITDA(1) (IN MILLIONS)		Twelve Months Ended Dec 31, 2017
Earnings before income taxes		$1,609
Interest expense		330
Depreciation and amortization		924
EBITDA		2,863
Adjustments:
LIFO charge		(2)
Gain on sale of assets		(22)
Asset impairment, restructuring, and settlement charges		214
Loss on debt extinguishment		11
Adjusted EBITDA		$3,064
Biodiesel blender’s tax credit		123
Adjusted EBITDA including biodiesel blender’s tax credit		$3,187


ADJUSTED EPS(1)		Twelve Months Ended Dec 31, 2017
EPS (fully diluted) as reported		$2.79
Adjustments:
Loss on sale of assets		0.02
Asset impairment, restructuring, and settlement charges		0.25
Loss on debt extinguishment		0.01
Tax adjustments		(0.64)
Adjusted EPS		$2.43

(1) Non-GAAP measure: The Company uses certain “Non-GAAP” financial measures as defined by the Securities and Exchange Commission. These are measures of performance not defined by accounting principles generally accepted in the United States, and should be considered in addition to, not in lieu of, GAAP reported measures.

(a)

Adjusted Return on Invested Capital (ROIC) is Adjusted ROIC Earnings divided by Adjusted Invested Capital. Adjusted ROIC Earnings is ADM’s net earnings adjusted for the after tax effects of interest expense, changes in the LIFO reserve, and other specified items. Adjusted ROIC Invested Capital is the sum of ADM’s equity (excluding noncontrolling interests), interest-bearing liabilities, the after tax effect of the LIFO reserve, and the after tax effect of other specified items.

(b)

Other specified items are comprised of several individually insignificant asset impairments and restructuring charges of $10 million ($8 million, after tax, $0.01 per share) and certain discrete tax adjustments of $4 million ($0.01 per share) related to valuation allowances for the quarter ended March 31, 2017; charges related to impairment of certain long-lived assets, restructuring, and a settlement totaling $28 million ($21 million, after tax, $0.04 per share) and net gains of $8 million ($22 million loss, after tax, $0.04 per share) related to the gain on sale of the crop risk business, partially offset by an adjustment of the proceeds of the 2015 sale of the cocoa business for the quarter


ADM Proxy Statement 2018		A-2

DEFINITION AND RECONCILIATION OF NON-GAAP MEASURES

ended June 30, 2017; asset impairments related to the configuration of the Company’s Peoria, Illinois ethanol complex and restructuring charges related to the reduction of certain positions within the Company’s global workforce totaling $107 million ($69 million, after tax, $0.12 per share), gains related to an adjustment of the proceeds of the 2015 sale of the cocoa business and the sale of an asset totaling $12 million ($10 million, after tax, $0.02 per share), and a debt extinguishment charge of $11 million ($7 million, after tax, $0.01 per share) related to the early redemption of the $550 million notes due on March 15, 2018 for the quarter ended September 30, 2017; and a legal settlement charge, asset impairments related to the closure of a facility, and several individually insignificant asset impairments and restructuring charges totaling $69 million ($46 million, after tax, $0.08 per share), a gain related to the sale of an asset of $2 million ($2 million, after tax), and a net tax adjustment related to the estimated impact of the Tax Cuts and Jobs Act U.S. tax reform and certain discrete items of $370 million ($0.65 per share) for the quarter ended December 31, 2017.

(c)

Biodiesel blender’s tax credit of $123 million ($123 million, after tax) is the amount of biodiesel blender’s tax credit that the Company earned in 2017 but recorded in 2018 after the Bipartisan Budget Act of 2018 was passed by Congress and signed into law on February 9, 2018, retroactively extending the biodiesel blender’s tax credit for 2017.

(d)

Adjusted EVA is Adjusted ROIC less the Company’s Annual WACC multiplied by Adjusted Invested Capital.

(e)

Adjusted EBITDA is EBITDA adjusted for certain specified items as described above.

(f)

Adjusted EPS is diluted EPS adjusted for certain specified items as described above.

(2) Excludes noncontrolling interests

(3) Includes short-term debt, current maturities of long-term debt, capital lease obligations, and long-term debt


A-3		ADM Proxy Statement 2018

ANNEX B

ADM EMPLOYEE STOCK PURCHASE PLAN

1. Purpose of the Plan . The purpose of this ADM Employee Stock Purchase Plan (the “Plan”) is to provide the employees of Archer Daniels Midland Company (“ADM”) and its participating subsidiaries with a convenient means of purchasing shares of ADM common stock from time to time at a discount to market prices through the use of payroll deductions. ADM intends that the Plan shall qualify as an “employee stock purchase plan” under Code § 423. Accordingly, the Plan will be construed so as to extend and limit Plan participation in any Offering subject to Code § 423 in a uniform and nondiscriminatory basis consistent with the requirements of Code § 423.

2. Definitions . The terms defined in this section are used (and capitalized) elsewhere in this Plan.

2.1. “ ADM ” means Archer Daniels Midland Company, a Delaware corporation, or any successor corporation.

2.2. “ Affiliate ” means each domestic or foreign entity that is a “parent corporation” or “subsidiary corporation” of ADM, as defined in Code §§ 424(e) and 424(f) or any successor provisions.

2.3. “ Board ” means the Board of Directors of ADM.

2.4. “ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time. For purposes of the Plan, references to sections of the Code shall be deemed to include any applicable regulations thereunder and any successor or similar statutory provisions.

2.5. “ Committee ” means the Compensation/Succession Committee of the Board (or such successor committee responsible for executive compensation matters).

2.6. “ Common Stock ” means the common stock of ADM.

2.7. “ Corporate Transaction ” means (i) a merger, consolidation or other reorganization of ADM with or into another corporation, or (ii) the sale of all or substantially all of the assets of ADM.

2.8. “ Designated Affiliate ” means any Affiliate which has been expressly designated by the Committee as a corporation whose Eligible Employees may participate in the Plan.

2.9. “ Eligible Compensation ” shall be defined from time to time by the Committee in its sole discretion with respect to any Offering and Purchase Period. Except as otherwise defined by the Committee from time to time in its sole discretion, (i) Eligible Compensation means the cash compensation (including wages, salary, commission, and overtime earnings) paid by ADM or any Designated Affiliate to a Participant in accordance with the Participant’s terms of employment, (ii) Eligible Compensation includes contributions made by the Participant by payroll deduction to any qualified cash or deferred arrangement that forms part of a plan maintained by contributed by ADM or an Affiliate (while it is an Affiliate), or to a cafeteria plan maintained by ADM or an Affiliate (while it is an Affiliate), or under any qualified transportation fringe benefit plan, and (iii) Eligible Compensation shall not include any bonuses, employer contributions to a 401(k) or other retirement plan, amounts deferred to a non-qualified deferred compensation plan, any expense reimbursements or allowances, vacation pay in lieu of time off, coverage provided or amounts paid under any welfare benefit plan (unless provided above), amounts paid by an insurance company, amounts paid in a form other than cash and other fringe benefits, or any income (whether paid in Shares or cash) realized by the Participant as a result of participation in any equity-based compensation plan of ADM or an Affiliate.

2.10. “ Eligible Employee ” means any employee of ADM or a Designated Affiliate, except for any employee who, immediately after a right to purchase is granted under the Plan, would be deemed, for purposes of Code § 423(b)(3), to own stock possessing 5% or more of the total combined voting power or value of all classes of stock of ADM or any Affiliate. Notwithstanding the foregoing, with respect to any Offering, the Committee may provide for the exclusion of certain employees within the limitations described in Treasury Regulations §1.423-2(e)(1), (2) and (3).

2.11. “ Fair Market Value ” of a Share of Common Stock as of any date means the closing sale price for a Share on the principal securities market on which the Shares trade on said date, or, if no sale has been made on such exchange on said date, on the last preceding day on which any sale shall have been made. The determination of Fair Market Value shall be subject to adjustment as provided in Sec. 14.1.

2.12. “ Offering ” means the right provided to Participants to purchase Shares under the Plan with respect to a Purchase Period.

2.13. “ Offering Date ” means the first Trading Day of a Purchase Period.


ADM Proxy Statement 2018		B-1

ADM EMPLOYEE STOCK PURCHASE PLAN

2.14. “ Participant ” means an Eligible Employee who has elected to participate in the Plan in the manner set forth in Sec. 4 and whose participation has not ended pursuant to Sec. 8.1 or Sec. 9.

2.15. “ Plan ” means this ADM Employee Stock Purchase Plan, as it may be amended from time to time.

2.16. “ Purchase Date ” means the last Trading Day of a Purchase Period.

2.17. “ Purchase Period ” means a period of time during which offers to purchase Common Stock are outstanding under the Plan. The Committee shall determine the length of each Purchase Period, which need not be uniform; provided that no Purchase Period shall exceed twenty-seven (27) months in length. A Purchase Period shall commence on such date as may be established by the Committee. Unless the Committee determines otherwise, the Purchase Period will be six (6) months.

2.18. “ Recordkeeping Account ” means the account maintained in the books and records of ADM (or its agent) recording the amount contributed to the Plan by each Participant through payroll deductions .

2.19. “ Shares ” means shares of Common Stock.

2.20. “ Trading Day ” means a day on which the national stock exchanges in the United States are open for trading.

3. Shares Available . Subject to adjustment as provided in Sec. 14.1, the maximum number of Shares that may be sold by ADM to Eligible Employees under the Plan shall be 4,000,000 Shares. If the purchases by all Participants in an Offering would otherwise cause the aggregate number of Shares to be sold under the Plan to exceed the number specified in this Sec. 3, each Participant in that Offering shall be allocated a ratable portion of the remaining number of Shares which may be sold under the Plan.

4. Eligibility and Participation . To be eligible to participate in the Plan for a given Purchase Period, an employee must be an Eligible Employee on the first day of such Purchase Period.

An Eligible Employee may elect to participate in the Plan by filing an election form with ADM (or its agent) before the Offering Date for a Purchase Period that authorizes regular payroll deductions from Eligible Compensation beginning with the first payday in such Purchase Period and continuing until the Plan is terminated or the Eligible Employee withdraws from the Plan, modifies his or her authorization, or ceases to be an Eligible Employee, as hereinafter provided.

5. Amount of Common Stock Each Eligible Employee May Purchase .

5.1. Purchase Amounts and Limitations . Subject to the provisions of this Plan, each Participant shall be offered the right to purchase on the Purchase Date the maximum number of whole Shares that can be purchased with the balance in the Participant’s Recordkeeping Account at the per Share price specified in Sec. 5.2. Notwithstanding the foregoing, no Participant shall be entitled to:

(a) the right to purchase Shares under this Plan and all other employee stock purchase plans (within the meaning of Code § 423(b)), if any, of ADM and its Affiliates that accrues at a rate which in the aggregate exceeds $25,000 of Fair Market Value (determined on the Offering Date of a Purchase Period when the right is granted) for each calendar year in which such right is outstanding at any time; or

(b) purchase Shares in excess of 1000 Shares per Offering (or such other maximum Share limit as established by the Committee in its sole discretion), with such limit subject to adjustment from time to time as provided in Sec. 14.1.

5.2. Purchase Price . Unless a lesser purchase price is established by the Committee for an Offering prior to the commencement of the applicable Purchase Period, the purchase price of each Share sold pursuant to this Plan will be 95% of the Fair Market Value of such Share on the Purchase Date. In no event shall the purchase price be less than 85% of the Fair Market Value of such Share on the Purchase Date.

6. Method of Participation .

6.1. Notice and Date of Grant . ADM shall give notice to each Eligible Employee of the opportunity to purchase Shares pursuant to this Plan and the terms and conditions of such Offering. ADM contemplates that for tax purposes the Offering Date for a Purchase Period will be considered the date of the grant of the right to purchase such Shares.

6.2. Contribution Elections . Each Eligible Employee who desires to participate in the Plan for a Purchase Period shall signify his or her election to do so by completing an election with ADM (or its agent) in a manner approved by the Committee. An Eligible Employee may elect to have any whole percent of Eligible Compensation (that is, 1%, 2%, 3%, etc.) withheld as a payroll deduction, but not exceeding 10% per pay period (or such other maximum percentage as the Committee may establish from time to time prior to the commencement


B-2		ADM Proxy Statement 2018

ADM EMPLOYEE STOCK PURCHASE PLAN

of an Offering). An election to participate in the Plan and to authorize payroll deductions as described herein must be made before the Offering Date of a Purchase Period, and shall be effective beginning with the first payday in the Purchase Period immediately following the filing of such election. Any election submitted shall remain in effect until the Plan is terminated or such Participant withdraws from the Plan, modifies his or her authorization, or ceases to be an Eligible Employee, as hereinafter provided.

6.3 Additional Contributions . If specifically provided by the Committee in connection with an Offering (including for purposes of complying with applicable local law), in addition to or instead of making contributions by payroll deductions, a Participant may make additional contributions to his or her Recordkeeping Account through the payment by cash or check prior to a Purchase Date. A Participant may make such additional contributions into his or her Recordkeeping Account only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions, subject to the limitations set forth in Sec. 5.1.

6.4. Offering Terms and Conditions . Each Offering shall consist of a single Purchase Period and shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate, consistent with the terms of the Plan. The Committee may provide for separate Offerings for different Designated Affiliates, and the terms and conditions of the separate Offerings, including the applicable Purchase Period, need not be consistent. Any Offering shall comply with the requirement of Code § 423 that all Participants shall have the same rights and privileges for such Offering. The terms and conditions of any Offering shall be incorporated by reference into the Plan and treated as part of the Plan.

7. Recordkeeping Accounts .

7.1. Crediting Payroll Deduction Contributions . ADM (or its agent) shall maintain a Recordkeeping Account for each Participant. Payroll deductions pursuant to Sec. 6 will be credited to such Recordkeeping Accounts on each payday.

7.2. No Interest Payable . No interest will be credited to a Participant’s Recordkeeping Account (unless required under local law).

7.3. No Segregation of Accounts . The Recordkeeping Account is established solely for accounting purposes, and all amounts credited to the Recordkeeping Account will remain part of the general assets of ADM and need not be segregated from other corporate funds (unless required under local law).

7.4. Additional Contributions . A Participant may not make any separate cash payment into a Recordkeeping Account, except as may be permitted in accordance with Sec. 6.3, and any such additional contributions will be credited to the Recordkeeping Accounts when received by ADM.

8. Right to Adjust Participation; Withdrawals from Recordkeeping Account .

8.1. Withdrawal from Plan . A Participant may at any time withdraw from the Plan. If a Participant withdraws from the Plan, ADM will pay to the Participant in cash the entire balance in such Participant’s Recordkeeping Account and no further deductions will be made from the Participant’s Eligible Compensation during such Purchase Period. A Participant who withdraws from the Plan will not be eligible to reenter the Plan until the next succeeding Purchase Period, and any such reentry shall be through the enrollment process described in Sec. 6.2.

8.2. Adjusting Level of Participation . A Participant may adjust his or her rate of payroll deduction contributions to the Plan as follows:

(a) A Participant may, by written notice, direct ADM to increase or decrease his or her rate of payroll deduction contributions, with such change to be effective as of the first day of the next Purchase Period.

(b) A Participant may, by written notice, direct ADM to decrease his or her rate of payroll deduction contributions for a Purchase Period (including a decrease to 0%) one time during the applicable Purchase Period, with such change to become effective as soon as reasonably practicable. Any Participant who has decreased his or her rate of payroll deductions to 0% and does not increase such rate of payroll deductions from 0% to at least 1% in accordance with Sec. 8.2(a) prior to the start of the next Purchase Period will be withdrawn from the Plan effective as of the first day of that next Purchase Period.

8.3. Submission of Notices . Notification of a Participant’s election to withdraw from the Plan as provided in Sec. 8.1 or to change his or her rate of payroll deductions as provided in Sec. 8.2 shall be made by completing an updated election with ADM (or its agent) in a manner approved by the Committee. The Committee may promulgate rules regarding the time and manner for submitting any such updated election, which may include a requirement that the election be on file for a reasonable period before it will be effective.

8.4. Adjustments by ADM . To the extent necessary to comply with Code § 423(b)(8) or Sec. 5.1, a Participant’s payroll deduction contributions to the Plan may be decreased by ADM to 0% at any time during a Purchase Period.


ADM Proxy Statement 2018		B-3

ADM EMPLOYEE STOCK PURCHASE PLAN

9. Termination of Employment .

9.1. Refund of Recordkeeping Account. If the employment of a Participant is terminated for any reason, including death, disability, or retirement, the entire balance in the Participant’s Recordkeeping Account will be refunded in cash to the Participant within 30 days after the date of termination of employment. Unless determined otherwise by the Committee in a manner that is permitted by, and in compliance with Code § 423, a Participant whose employment transfers between entities through a termination with an immediate rehire (with no break in service) by ADM or a Designated Affiliate shall not be treated as a termination under the Plan.

9.2. Designation of Beneficiary. If permitted by the Committee, a Participant may file a beneficiary designation for who is to receive the Participant’s Recordkeeping Account or Share subaccount, if any, following the death of a Participant. If no beneficiary is named, the beneficiary shall be the Participant’s spouse or certified domestic partner (as determined by ADM policy), or if none, the Participant’s estate. If a Participant is married and the designated beneficiary is not the spouse, consent of the spouse will be required for such designation to be effective. All beneficiary designations will be in such form and manner as the Committee may designate from time to time.

10. Purchase of Shares .

10.1. Number of Shares Purchased . As of each Purchase Date, the balance in each Participant’s Recordkeeping Account will be used to purchase the maximum number of whole Shares (subject to the limitations of Sec. 5.1) at the purchase price determined in accordance with Sec. 5.2, unless the Participant has filed an appropriate form with ADM in advance of that date to withdraw from the Plan in accordance with Sec. 8.1. Any amount remaining in a Participant’s Recordkeeping Account that represents the purchase price for any fractional share will be carried over in the Participant’s Recordkeeping Account to the next Purchase Period. Any amount remaining in a Participant’s Recordkeeping Account that represents the purchase price for any whole Shares that could not be purchased by reason of the limitations of Sec. 5.1 or under the circumstances described in Sec. 3 will be refunded to the Participant.

10.2. Conversion of Foreign Currency . In circumstances where payroll deductions have been taken from a Participant’s Eligible Compensation in a currency other than United States dollars, Shares shall be purchased by converting the balance in the Participant’s Recordkeeping Account to United States dollars at the exchange rate in effect at the end of the fifth Trading Day preceding the Purchase Date, as published by Bloomberg.com if available or as determined with respect to a particular jurisdiction by the Committee or its delegate for this purpose, and such dollar amount shall be used to purchase Shares as of the Purchase Date.

10.3. Crediting of Shares . Promptly after the end of each Purchase Period, the number of Shares purchased by all Participants as of the applicable Purchase Date shall be issued and delivered to an agent selected by ADM. Delivery of the shares to the agent shall be effected by an appropriate book-entry in the stock register maintained by ADM’s transfer agent or delivery of a certificate. The agent will hold the Shares for the benefit of all Participants who have purchased Shares and will maintain a Share subaccount for each Participant reflecting the number of Shares credited to each Participant. Each Participant will be entitled to direct the voting by the agent of all Shares credited to such Participant’s Share subaccount, and the agent may reinvest any dividends paid on Shares credited to a Participant’s Share subaccount in additional Shares in accordance with such rules as the Committee may prescribe.

10.4 Withdrawal of Shares From Share Subaccount . Unless otherwise determined by the Committee, a Participant may not withdraw Shares or otherwise transfer Shares from the Participant’s Share subaccount until after the Participant has satisfied the minimum holding period requirements established by Code § 423(a)(1). Once this holding period requirements have been satisfied with respect to Shares credited to a Participant’s Share subaccount, the Participant may request that the agent transfer any or all of those Shares directly to the Participant or to a brokerage account maintained by the Participant. The agent shall deliver the requested number of whole Shares by the issuance of a stock certificate, the electronic delivery of the Shares to a brokerage account designated by the Participant, or an appropriate book-entry in the stock register maintained by ADM’s transfer agent with a notice of issuance provided to the Participant, and will pay the Participant a cash amount representing the Fair Market Value of any applicable fractional Share withdrawn.

11. Rights as a Shareholder . A Participant shall not be entitled to any of the rights or privileges of a shareholder of ADM with respect to Shares offered for purchase under the Plan, including the right to vote or direct the voting or to receive any dividends that may be declared by ADM, until (i) the Participant actually has paid the purchase price for such Shares and (ii) such Shares have been issued and delivered, as provided in Sec. 10.3.

12. Rights Not Transferable . A Participant’s rights under this Plan are exercisable only by the Participant during his or her lifetime, and may not be sold, pledged, assigned, transferred or disposed of in any manner other than by will or the laws of descent and distribution. Any attempt to sell, pledge, assign, transfer or dispose of the same shall be void and without effect. The amounts credited to a Recordkeeping Account may not be sold, pledged, assigned, transferred or disposed of in any way, and any attempted sale, pledge, assignment, transfer or other disposition of such amounts will be void and without effect.


B-4		ADM Proxy Statement 2018

ADM EMPLOYEE STOCK PURCHASE PLAN

13. Administration of the Plan .

13.1. Authority of the Committee . This Plan shall be administered by the Committee. Subject to the express provisions of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to:

(a) Determine when each Purchase Period under this Plan shall occur, and the terms and conditions of each related Offering (which need not be identical);

(b) Designate from time to time which Affiliates of ADM shall be eligible to participate in the Plan;

(c) Construe and interpret the Plan and establish, amend and revoke rules, regulations and procedures for the administration of the Plan. The Committee may, in the exercise of this power, correct any defect, omission or inconsistency in the Plan, in such manner and to the extent it may deem necessary, desirable or appropriate to make the Plan fully effective;

(d) Exercise such powers and perform such acts as the Committee may deem necessary, desirable or appropriate to promote the best interests of ADM and its Designated Affiliates and to carry out the intent that the Offerings made under the Plan are treated as qualifying under Code § 423(b);

(e) As more fully described in Sec. 18, to adopt such rules, procedures and sub-plans as may be necessary, desirable or appropriate to permit participation in the Plan by employees who are foreign nationals or employed outside the United States by a non-U.S. Designated Affiliate, and to achieve tax, securities law and other compliance objectives in particular locations outside the United States; and

(f) Adopt and amend, as the Committee deems appropriate, a Plan rule specifying that Shares purchased by a Participant during a Purchase Period may not be sold by the Participant for a specified period of time after the Purchase Date on which the Shares were purchased by the Participant, and establish such procedures as the Committee may deem necessary to implement such rule.

13.2. Interpretations and Decisions by the Committee . Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all persons, including ADM, any Affiliate, any Participant and any Eligible Employee.

13.3. Delegation by the Committee . Subject to the terms of the Plan and applicable law, the Committee may delegate ministerial duties associated with the administration of the Plan to such of ADM’s officers, employees or agents as the Committee may determine.

13.4. Indemnification . No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan. In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of ADM or a Designated Affiliate, members of the Board and Committee and any officers or employees of the ADM or Designated Affiliate to whom authority to act for the Committee is delegated shall be indemnified by ADM from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in connection with the performance of such person’s duties, responsibilities and obligations under the Plan if such person has acted in good faith and in a manner that he or she reasonably believes to be in, or not opposed to, the best interests of ADM.

14. Changes in Capitalization and Corporate Transactions .

14.1. Adjustments . In the event of any change in the Common Stock of ADM by reason of a stock dividend, stock split, reverse stock split, corporate separation, recapitalization, merger, consolidation, combination, exchange of shares and the like, the Committee shall make such equitable adjustments as it deems appropriate in the aggregate number and class of Shares or other securities available under this Plan, the Share limitation referred to in Sec. 5.1(b) of the Plan, if any, and the number, class and purchase price of Shares or other securities subject to purchase under any pending Offering.

14.2. Corporate Transactions . In the event of a Corporate Transaction, each right to acquire Shares on any Purchase Date that is scheduled to occur after the date of the consummation of the Corporate Transaction may be continued or assumed or an equivalent right may be substituted by the surviving or successor corporation or a parent or subsidiary of such corporation. If such surviving or successor corporation or parent or subsidiary thereof refuses to continue, assume or substitute for such outstanding rights, then the Board may, in its discretion, either terminate the Plan or shorten the Purchase Period then in progress by setting a new Purchase Date for a specified date before the date of the consummation of the Corporate Transaction. Each Participant shall be notified in writing, prior to any new Purchase Date, that the Purchase Date for the existing Offering has been changed to the new Purchase Date and that the Participant’s right to acquire Shares will be exercised automatically on the new Purchase Date unless prior to such date the Participant’s


ADM Proxy Statement 2018		B-5

ADM EMPLOYEE STOCK PURCHASE PLAN

employment has been terminated or the Participant has withdrawn from the Plan. In the event of a dissolution or liquidation of ADM, any Offering and Purchase Period then in progress will terminate immediately prior to the consummation of such action, unless otherwise provided by the Board.

15. Amendment or Suspension of Plan . The Committee, in its sole discretion, may at any time suspend this Plan or amend it in any respect, but no such amendment may, without shareholder approval, increase the number of shares reserved under this Plan, or effect any other change in the Plan that would require shareholder approval under applicable law or regulations or the rules of any securities exchange on which the Shares may then be listed, or to maintain compliance with Code § 423. No such amendment or suspension shall adversely affect the rights of Participants pursuant to Shares previously acquired under the Plan. During any suspension of the Plan, no new Offering or Purchase Period shall begin and no Eligible Employee shall be offered any new right to purchase Shares under the Plan or any opportunity to elect to participate in the Plan, and any existing payroll deduction authorizations shall be suspended, but any such right to purchase Shares previously granted for a Purchase Period that began prior to the Plan suspension shall remain subject to the other provisions of this Plan and the discretion of the Board and the Committee with respect thereto.

16. Effective Date and Term of Plan . The Plan will become effective June 15, 2018. No rights to purchase Shares granted under this Plan will be exercised unless and until the Plan has been approved by the shareholders of ADM, which approval must be within 12 months before or after the date the Plan is adopted by the Board. The Plan and all rights of Participants hereunder shall terminate (i) at any time, at the discretion of the Committee, or (ii) upon the completion of any Offering under which the limitation on the total number of Shares to be issued during the entire term of the Plan, as determined in accordance with Sec. 3, has been reached. Except as otherwise determined by the Board, upon termination of this Plan, ADM shall pay to each Participant cash in an amount equal to the entire remaining balance in such Participant’s Recordkeeping Account.

17. Governmental Regulations and Listing . All rights granted or to be granted to Eligible Employees under this Plan are expressly subject to all applicable laws and regulations and to the approval of all governmental authorities required in connection with the authorization, issuance, sale or transfer of the Shares reserved for this Plan, including, without limitation, there being a current registration statement of ADM under the Securities Act of 1933, as amended, covering the Shares purchasable on the Purchase Date applicable to such Shares. If applicable, all such rights hereunder are also similarly subject to effectiveness of an appropriate listing application to a national securities exchange covering the Shares issuable under the Plan upon official notice of issuance.

18. Rules for Foreign Jurisdictions . The Committee may adopt rules, procedures or subplans relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, the definition of Eligible Compensation, withholding procedures and handling of stock certificates that vary with local requirements.

19. Miscellaneous .

19.1. Effect on Employment Status . This Plan shall not be deemed to constitute a contract of employment between ADM or any Designated Affiliate and any Participant, nor shall it interfere with the right of ADM (or any Affiliate) to terminate the employment of any Participant and treat him or her without regard to the effect that such treatment might have upon him or her under this Plan.

19.2. Governing Law . This Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Illinois.

19.3. Electronic Documentation and Signatures . Any reference in the Plan to election or enrollment forms, notices, authorizations or any other document to be provided in writing shall include the provision of any such form, notice, authorization or document by electronic means, including through ADM’s intranet or with ADM’s agent, and any reference in the Plan to the signing of any document shall include the authentication of any such document provided in electronic form, in each case in accordance with procedures established by the Committee.

19.4. Book-Entry and Electronic Transfer of Shares. Any reference in this Plan to the issuance or transfer of a stock certificate evidencing Shares shall be deemed to include, in the Committee’s discretion, the issuance or transfer of such Shares in book-entry or electronic form. Uncertificated Shares shall be deemed delivered for all purposes of this Plan when ADM or its agent shall have provided to the recipient of the Shares a notice of issuance or transfer by electronic mail (with proof of receipt) or by United States mail, and have recorded the issuance or transfer in its records.


B-6		ADM Proxy Statement 2018

ADM EMPLOYEE STOCK PURCHASE PLAN

19.5. Registration of Share Accounts and Certificates. Any Share account contemplated by Sec. 10.3 and certificate to be issued to a Participant shall be registered in the name of the Participant, or jointly in the name of the Participant and another person, as the Participant may direct on an appropriate form filed with ADM or the agent.

19.6. Code § 409A . The Plan is exempt from the application of Code § 409A and any ambiguities herein will be interpreted to so be exempt from Code § 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Committee determines that an option granted under the Plan may be subject to Code § 409A or that any provision in the Plan would cause an option under the Plan to be subject to Code § 409A, the Committee may amend the terms of the Plan and/or of an outstanding Offering under the Plan, or take such other action as the Committee determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with Code § 409A, but only to the extent any such amendments or actions by the Committee would not violate Code § 409A. Notwithstanding the foregoing, ADM and the Committee shall have no liability to a Participant or any other party if the option to purchase Shares under the Plan that is intended to be exempt from or compliant with Code § 409A is not exempt or compliant or for any action taken by the Committee with respect thereto. ADM makes no representations that the option to purchase Shares under the Plan is compliant with Code § 409A.

19.7. Severability . If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included.


ADM Proxy Statement 2018		B-7

EVERY VOTE IS IMPORTANT


		ADMISSION TICKET

		EASY VOTING OPTIONS:

				VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions *available 24 hours*

				VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions *available 24 hours*

				VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope

				VOTE IN PERSON James R. Randall Research Center 1001 Brush College Road Decatur, Illinois 62521 on May 3, 2018

Please detach at perforation before mailing.

LOGO

ARCHER-DANIELS-MIDLAND COMPANY

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 3, 2018

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ARCHER-DANIELS-MIDLAND COMPANY. The undersigned holder of Common Stock of Archer-Daniels-Midland Company, revoking all proxies heretofore given, hereby appoints J.R. Luciano, D.E. Felsinger and P.J. Moore as Proxies, with the full power of substitution, to represent and to vote, as designated on the reverse side, all the shares of the undersigned held of record on March 12, 2018, at the Annual Meeting of Stockholders to be held on May 3, 2018 and at any adjournments or postponements thereof. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement.

This card also provides your instructions for voting any shares that you may hold in the Archer-Daniels-Midland Company 401(k) Plan/Employee Stock Ownership Plan. This card provides instructions to the savings plan trustee for voting those shares. To allow sufficient time for the savings plan trustee to tabulate the vote of the savings plan shares, you must vote by telephone, internet or return this card in the enclosed envelope so that your vote is received by May 1, 2018.

This proxy when properly executed will be voted in the manner directed on the reverse side. If no direction is made, this proxy will be voted “FOR” Proposals 1, 2, 3 and 4 and “AGAINST” Proposal 5. The votes entitled to be cast by the Proxy holder will be cast in the discretion of the Proxy holder on any other matter that may properly come before the Annual Meeting or any postponement or adjournment thereof.


		VOTE VIA THE INTERNET: www.proxy-direct.com
		VOTE VIA THE TELEPHONE: 1-800-337-3503


To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐

ADM_29653

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.

EVERY VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

ARCHER-DANIELS-MIDLAND COMPANY Annual Meeting of Stockholders to Be Held on May 3, 2018.

The Proxy Statement and Proxy Card for this meeting are available at:

https://www.proxy-direct.com/adm-29653

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒

Proposals – THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” PROPOSALS 1, 2, 3 AND 4.

Election of Directors:

FOR

AGAINST

ABSTAIN

FOR

AGAINST

ABSTAIN

FOR

AGAINST

ABSTAIN

01.

A.L. Boeckmann

☐

05.

D.E. Felsinger

☐

09.

F.J. Sanchez

☐

02.

M.S. Burke

☐

06.

S.F. Harrison

☐

10.

D.A. Sandler

☐

03.

T.K. Crews

☐

07.

J.R. Luciano

☐

11.

D.T. Shih

☐

04.

P. Dufour

☐

08.

P.J. Moore

☐

12.

K.R. Westbrook

☐


		FOR	AGAINST	ABSTAIN
2.	Ratify the appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2018.	☐	☐	☐

3.	Advisory Vote on Executive Compensation.	☐	☐	☐

4.	Approve the material terms of the ADM Employee Stock Purchase Plan.	☐	☐	☐

	THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “AGAINST” PROPOSAL 5.	FOR	AGAINST	ABSTAIN
5.	Stockholder proposal requesting independent board chairman.	☐	☐	☐

6.	In their discretion, upon any other business that may properly come before the meeting.
		YES	NO
	Non-Voting Item I plan to attend the Annual Meeting	☐	☐


B	Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below


Note:		Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.