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 3, 2022

__________________________________________

The Andersons, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Ohio	000-20557	34-1562374
(State of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1947 Briarfield Boulevard

Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 893-5050

(Registrant’s telephone number, including area code)

__________________________________________

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))

__________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common stock, $0.00 par value, $0.01 stated value	ANDE	The NASDAQ Stock Market LLC

__________________________________________

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 5.07 Submission of Matters to a Vote

The Annual Meeting of Shareholders (the "Annual Meeting") of The Andersons, Inc (the "Company") was held on May 6, 2022. 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 Company until the next Annual Meeting and until their successors are duly elected and qualified:

	For	Withheld	Broker Non-Vote
Patrick E. Bowe	26,197,310	315,671	3,763,329
Michael J. Anderson Sr.	25,702,631	810,350	3,763,329
Gerard M. Anderson	24,999,069	1,513,912	3,763,329
Gary A. Douglas	26,387,731	125,250	3,763,329
Stephen F. Dowdle	26,002,160	510,821	3,763,329
Pamela S. Hershberger	26,360,175	152,806	3,763,329
Catherine M. Kilbane	25,039,095	1,473,886	3,763,329
Robert J. King, Jr.	25,783,619	729,362	3,763,329
Ross W. Manire	25,731,744	781,237	3,763,329
John T. Stout, Jr.	25,816,785	696,196	3,763,329

Proposal 2 - The Amended and Restated 2019 Long-Term Incentive Compensation plan was approved.

For	Against	Abstained	Broker Non-Vote
25,547,912	924,294	40,775	3,763,329

Proposal 3 - An advisory resolution to approve executive compensation was approved.

For	Against	Abstained	Broker Non-Vote
25,609,576	851,788	51,617	3,763,329

Proposal 4 - A management proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022 was approved.

For	Against	Abstained
30,152,589	80,580	43,141

Item 8.01 Other Events

On May 3, 2022, the Company issued a press release announcing the signing of an agreement to sell its Rail Repair business. This press release is attached as Exhibit 99.1 to this filing and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release dated May 3, 2022
104	Inline XBRL for the cover page of this Current Report on Form 8-K

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.
May 6, 2022	By:	/s/ Christine M. Castellano
		Christine M. Castellano
		Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact:

Mary Pistilli

Corporate Communication Senior Specialist

Phone: 440-539-4830

Email: mary_pistilli@andersonsinc.com

The Andersons, Inc. Enters Into Agreement to Sell Its Railcar Repair Business to Cathcart Rail

•Advances the vision of being the most nimble and innovative ag supply chain company in North America

•Aligns the company’s portfolio around its core verticals of grain and fertilizer

•Enables further debt reduction, increases financial flexibility for investment in future strategic growth opportunities

MAUMEE, OHIO, May 3, 2022 – The Andersons, Inc. (Nasdaq: ANDE) announces it has signed an agreement to sell its railcar repair business. The purchase is expected to close this summer.

“As announced in August of last year, we made a strategic decision to exit our rail segment to allow us to focus on and invest in our core agricultural verticals of grain and fertilizer. This sale also further strengthens our balance sheet and should enhance shareholder returns,” said Pat Bowe, President and CEO of The Andersons. “Finalizing the sale of our railcar repair business will complete our exit from our rail segment.”

“The Andersons railcar repair network aligns perfectly with Cathcart Rail’s strategic goal of offering a broad array of rail services across a national footprint,” said Casey Cathcart, Chairman and CEO of Cathcart Rail. “With the addition of The Andersons railcar repair network, Cathcart Rail’s nearly 1,000 employees across 100+ locations make it the leading railcar services company in the country.”

“Our railcar repair employees are among the most skilled and experienced in the railcar industry, and they have been critical to our success,” commented Joe McNeely, President, The Andersons Nutrient and Industrial business. “We deeply value their contributions and thank them for their commitment to The Andersons and we are determined to make their transition to Cathcart Rail as smooth as possible.”

About The Andersons, Inc.

Founded in 1947 in Maumee, Ohio, The Andersons, Inc. is a diversified company rooted in agriculture that conducts business in the commodity merchandising, renewables, and plant nutrient sectors. Guided by its Statement of Principles, The Andersons is committed to providing extraordinary service to its customers, helping its employees improve, supporting its communities, and increasing the value of the company. For more information, please visit www.andersonsinc.com.

About Cathcart Rail

Cathcart Rail is a private freight rail company focused on the acquisition, operation, and growth of rail services and transportation businesses. The company currently operates across three divisions, repair facilities, field services, and rail services. Cathcart Rail was founded in 2015 by the father and son team of Thomas Cathcart and Casey Cathcart and currently employs nearly 800 people across 70+ locations in 23 states. For more information about Cathcart, visit www.cathcart-rail.com.

XML

Cover page	May 03, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 03, 2022
Entity Registrant Name	Andersons, Inc.
Entity Incorporation, State or Country Code	OH
Entity File Number	000-20557
Entity Tax Identification Number	34-1562374
Entity Address, Address Line One	1947 Briarfield Boulevard
Entity Address, City or Town	Maumee
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43537
City Area Code	419
Local Phone Number	893-5050
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.00 par value, $0.01 stated value
Trading Symbol	ANDE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000821026
Amendment Flag	false