UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
Date of Report (Date of Earliest Event Reported):
 
May 10, 2019
The Andersons, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
Ohio
000-20557
34-1562374
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
 
 
1947 Briarfield Boulevard, Maumee, Ohio
 
43537
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)

Registrant’s telephone number, including area code:
 
419-893-5050
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[ ] Emerging growth company
[ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






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

The annual meeting of the shareholders of The Andersons, Inc. was held on May 10, 2019 to elect ten directors, to provide advisory approval or disapproval of long-term compensation plan, to provide advisory approval or disapproval of executive compensation, and to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm. The results of the voting are as follows:

Proposal 1 - Election of directors:
Director
 
For
 
Against
 
Withheld
 
Non Votes
Patrick E. Bowe
 
22,919,572

 

 
301,801

 
4,440,023

Michael J. Anderson, Sr.
 
22,841,578

 

 
379,795

 
4,440,023

Gerard M. Anderson
 
22,903,533

 

 
317,840

 
4,440,023

Stephen F. Dowdle
 
22,143,612

 

 
1,077,761

 
4,440,023

Catherine M. Kilbane
 
22,533,321

 

 
688,052

 
4,440,023

Robert J. King, Jr.
 
22,890,759

 

 
330,614

 
4,440,023

Ross W. Manire
 
23,036,612

 

 
184,761

 
4,440,023

Patrick S. Mullin
 
22,966,986

 

 
254,387

 
4,440,023

John T. Stout, Jr.
 
22,999,829

 

 
221,544

 
4,440,023

Jacqueline F. Woods
 
22,817,338

 

 
404,035

 
4,440,023


Proposal 2 - Advisory approval or disapproval of the 2019 Long-term Incentive Compensation Plan:
For:
 
21,605,495

Against:
 
1,577,286

Abstain:
 
38,592

Non Votes:
 
4,440,023


Proposal 3 - Advisory approval or disapproval of the 2004 Employee Share Purchase Plan Restated and Amended January 2019:
For:
 
23,037,511

Against:
 
171,782

Abstain:
 
12,080

Non Votes:
 
4,440,023


Proposal 4 - Advisory approval or disapproval of executive compensation (non-binding):
For:
 
22,864,860

Against:
 
327,288

Abstain:
 
29,225

Non Votes:
 
4,440,023


Proposal 5 - Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2019:
For:
 
27,484,540

Against:
 
151,407

Abstain:
 
25,449







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
The Andersons, Inc.
 
 
 
 
 
 
 
May 14, 2018
 
By:
 
/s/ Brian A. Valentine
 
 
 
 
Brian A. Valentine
 
 
 
 
Senior Vice President and Chief Financial Officer (Principle Financial Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 




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