Item 1.01 Entry into a Material Definitive Agreement
On May 6, 2021, The Andersons, Inc. (the "Company") completed the third
amendment to its credit agreement dated January 11, 2019 with U.S. Bank National
Association, as Administrative Agent. The amendment, provides for a short term
note of approximately $358 million in which the entire stated principal is due
on March 31, 2022. The term note will bear interest at variable rates, which are
based on LIBOR plus an applicable spread, subject to the terms and conditions
set forth in Exhibit 10.1 herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 7, 2021, the Board of Directors of the Company elected Gary A. Douglas as
a new director, effective May 7, 2021.
Mr. Douglas 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 11, 2021.
There is no arrangement or understanding between Mr. Douglas and any other
persons pursuant to which he was selected as a director. Mr. Douglas has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K. Mr. Douglas 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 5.07 Submission of Matters to a Vote
The Annual Meeting of Shareholders of the Company was held on May 7, 2021. At
the Annual meeting, shareholders of the Company voted on the following proposals
and cast their votes as described below.
Proposal 1 - The individuals listed below were elected at the Annual Meeting to
serve as directors of The Andersons, Inc. until the next annual meeting of
shareholders and until their successors are duly elected and qualified:
For Against Abstained Broker Non-Vote
Patrick E. Bowe 25,573,198 - 328,454 3,346,509
Michael J. Anderson Sr. 25,110,110 - 791,542 3,346,509
Gerard M. Anderson 25,184,956 - 716,696 3,346,509
Gary A. Douglas 25,306,003 - 595,649 3,346,509
Stephen F. Dowdle 25,706,369 - 195,283 3,346,509
Pamela S. Hershberger 25,648,967 - 252,685 3,346,509
Catherine M. Kilbane 25,073,722 - 827,930 3,346,509
Robert J. King, Jr. 25,066,889 - 834,763 3,346,509
Ross W. Manire 25,541,234 - 360,418 3,346,509
John T. Stout, Jr. 25,460,122 - 441,530 3,346,509
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Proposal 2 - An advisory resolution to approve executive compensation was
approved.
For Against Abstained Broker Non-Vote
24,726,707 1,106,018 68,927 3,346,509
Proposal 3 - A management proposal to ratify the appointment of Deloitte &
Touche LLP as the independent registered public accounting firm of The
Andersons, Inc. for 2021 was approved.
For Against Abstained
29,168,483 63,675 16,003
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 AMENDMENT NO. 3 TO CREDIT AGREEMENT
99.1 Press Release, dated May 7, 2021
104 Inline XBRL for the cover page of this Current Report on Form 8-K
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