Proxy Blog

Archer-Daniels-Midland Company 

April 13, 2020

The annual proxy for this food processing and commodities trading corporation had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Board proposal on incentive compensation plan 

Magni voted as follows: 

  1. For and against proforma proposals.
    -For directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation. 
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against “Say-on-pay” – The proxy materials disclosed shareholder engagement efforts, though the level of activity and the scope of the discussions were not disclosed. The peer group was listed; however, the list is very long, the criteria are vague, and the company is not benchmarked against the group. 
  2. For board proposal on incentive compensation plan – Such plans align the interests of management, directors, and employees with the shareholders.