8-K

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 29, 2018

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On May 29, 2018, The Andersons, Inc. (the “Company”) appointed Brian A. Valentine, 49, Senior Vice President and Chief Financial Officer, effective August 1, 2018.

Under the terms of the agreement in connection with his appointment as Senior Vice President and Chief Financial Officer, Mr. Valentine is entitled to the following:

• $465,000 annual base salary;

• Upon the achievement of target-level performance, an annual bonus of eighty-five percent (85%) of his annual base salary, or $395,250 (annualized), which will be paid on a pro-rata basis for the 2018 performance period;

• Participation in the 2018 performance period grant pursuant to the Company's 2014 Long-Term Compensation Plan, prorated based on the anticipated start date, with a value of $186,000 based on the closing price of our stock on the last trading day prior to the date of the grant;

• Beginning in 2019, eligible for annual equity incentive grants pursuant to the Company’s 2014 Long-Term Incentive Compensation Plan, with a target grant date value of one hundred twenty percent (120%) of his annual base salary, or $558,000;

• A one-time grant of restricted common stock to be made when Mr. Valentine commences employment with the Company, in an amount of shares equal to $350,000 divided by the closing price of our stock on the last trading day prior to the date of grant, vesting over a three year period, in consideration of equity compensation lost from his prior employment;

• All of the Company’s benefit plans or arrangements in effect from time to time with respect generally to senior executives, including the Change in Control and Severance Agreement; and

• Reasonable relocation expenses incurred for sale of current home, purchase of new home and travel expenses in accordance with The Company’s relocation program applicable to the Company’s senior executives;

The executive employment agreement is for an indefinite term, subject to termination at any time by the Company or Mr. Valentine.

A copy of the Company’s press release related to Mr. Valentine’s appointment is being furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed or furnished with this report.

Exhibit No.	Description
99.1	The Andersons, Inc. Press Release dated June 1, 2018

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.
June 1, 2018	By:	/s/ Naran U. Burchinow
		Name: Naran U. Burchinow
		Title: General Counsel & Secretary

Exhibit Index

Exhibit No.	Description
99.1	The Andersons, Inc. Press Release dated June 1, 2018

EX-99.1

NEWS RELEASE

Contact: Katelin Langenderfer                    Date: June 1, 2018

Manager, Corporate Communications

Phone: 419-891-6441

E-mail: katelin_langenderfer@andersonsinc.com

The Andersons Names Valentine as Chief Financial Officer

MAUMEE, OHIO, June 1, 2018 - The Andersons, Inc. (Nasdaq: ANDE) announces it has appointed Brian A. Valentine as Senior Vice President and Chief Financial Officer, reporting to President and CEO Pat Bowe, effective August 1, 2018.

“Brian is an engaging, operationally-focused and financially-disciplined leader,” said Bowe. “He brings to The Andersons a wealth of knowledge and experience, from investing in and managing growth to leading business process improvement initiatives. I am excited to have him join our leadership team as CFO.”

Valentine has more than 20 years of senior management experience. His expertise encompasses corporate finance, treasury, public capital markets, accounting, tax and investment management. Since 2011, he has served as Corporate Vice President and Chief Financial Officer for The Lubrizol Corporation, a subsidiary of Berkshire Hathaway and provider of specialty chemicals to the transportation, industrial and consumer markets. Prior to this role, he held numerous financial leadership positions within the company while it was publicly traded, including Corporate Treasurer.

Valentine received his bachelor’s degree in business administration in accounting as well as his MBA from John Carroll University, Cleveland, Ohio. He is a certified public accountant licensed in the state of Ohio.

He will be relocating to the Northwest Ohio area, with his wife and two children, in the near future.

About The Andersons, Inc.

The Andersons, Inc. is a diversified company rooted in agriculture. Founded in Maumee, Ohio, in 1947, the company conducts business across North America in the grain, ethanol, plant nutrient and rail sectors. Through its Statement of Principles, The Andersons strives to provide extraordinary service to its customers, help its employees improve, support its communities and increase the value of the company. For more information, visit www.andersonsinc.com.