Current Report Filing (8-k)
October 29 2019 - 9:57AM
Edgar (US Regulatory)
false0000821026
0000821026
2019-10-25
2019-10-25
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
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Date of Report (Date of Earliest Event Reported):
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October 25, 2019
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The Andersons, Inc.
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(Exact name of registrant as specified in its charter)
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Ohio
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000-20557
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34-1562374
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(State or other jurisdiction
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_____________
(Commission
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______________
(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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1947 Briarfield Boulevard
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Maumee
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Ohio
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43537
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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419
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893-5050
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Not Applicable
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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.
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Title of each class:
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Trading Symbol
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Name of each exchange on which registered:
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Common stock, $0.00 par value, $0.01 stated value
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ANDE
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The NASDAQ Stock Market LLC
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 25, 2019, the Board of Directors of The Andersons, Inc. (the “Company”) elected Pamela S. Hershberger as a new director, effective December 6, 2019, for an initial term ending at the Company’s 2020 Annual Meeting of Stockholders or until her earlier resignation or removal. Ms. Hershberger will serve on the Audit committee of the Board of Directors, effective upon her start date.
Ms. Hershberger will receive compensation in the same manner as the Company’s other non-employee directors previously disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 19, 2019.
There is no arrangement or understanding between Ms. Hershberger and any other persons pursuant to which she was selected as a director. Ms. Hershberger has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Hershberger and the Company have entered into the standard Company director indemnification agreement, whereby the Company agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed or furnished with this report.
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Exhibit No.
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Description
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99.1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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The Andersons, Inc.
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Date:
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October 29, 2019
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By:
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/s/ Brian A. Valentine
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Name: Brian A. Valentine
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Title: Senior Vice President and Chief Financial Officer
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(Principal Financial Officer)
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Exhibit Index
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Exhibit No.
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Description
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99.1
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