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

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The Andersons, Inc.

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(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)

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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))

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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

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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