UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 April 19, 2024, Archer-Daniels-Midland Company (the “Company”) and Vikram Luthar entered into a Transition Agreement (the “Agreement”) under which Mr. Luthar will resign effective September 30, 2024 (unless an earlier date is mutually agreed between Mr. Luthar and the Company). Until such resignation date, Mr. Luthar will be available to assist the Company and provide transitional support as needed, as a non-executive employee.
Under the Agreement, Mr. Luthar will receive his annual cash performance incentive award for 2023 in the amount of $743,419 and the shares earned for his 2021 performance share unit award, in each case consistent with the determinations of the Company performance metrics that applied to other executive officers. While employed during the transition period, Mr. Luthar will continue to be paid his base salary and be eligible to participate in the Company’s benefit plans subject to their terms. Following his resignation date, consistent with the Company’s guidelines under the cash incentive plan and the terms of the equity award agreements applicable upon retirement (the age and service requirements of which Mr. Luthar has met), Mr. Luthar will be eligible to receive a prorated 2024 annual cash performance incentive payment (based solely on Company performance metrics and provided he remains as an employee through July 1, 2024) and retirement treatment for purposes of his outstanding Company equity awards. The foregoing compensation and benefits are subject to the terms of the Agreement.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, attached as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are furnished or filed, as applicable, herewith:
10.1 | Transition Agreement, dated as of April 19, 2024, by and between Archer-Daniels-Midland Company and Vikram Luthar. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
ARCHER-DANIELS-MIDLAND COMPANY | ||||
Date: April 22, 2024 | By | /s/ R. B. Jones | ||
R. B. Jones | ||||
Senior Vice President, General Counsel and Secretary |
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