October 21, 20220000821026false00008210262022-10-212022-10-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): | October 21, 2022 |
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The Andersons, Inc.
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(Exact name of registrant as specified in its charter)
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| 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:
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| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 21, 2022, the Board of Directors of The Andersons, Inc. (the "Company") elected Steven K. Campbell as a new director, effective December 1, 2022, for an initial term ending at the Company’s 2023 Annual Meeting of Stockholders or until his earlier resignation or removal. Mr. Campbell will serve on the Finance Committee of the Board of Directors, effective upon his start date.
Mr. Campbell 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 10, 2022.
There is no arrangement or understanding between Mr. Campbell and any other persons pursuant to which he was selected as a director. Mr. Campbell has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Campbell and the Company will enter 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 9.01 Financial Statements and Exhibits
(d) Exhibits:
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| Exhibit No. | | Description |
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| 99.1 | | |
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| 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.
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| | The Andersons, Inc. |
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| October 26, 2022 | | By: | /s/ Christine M. Castellano |
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| | | Christine M. Castellano |
| | | Executive Vice President, General Counsel and Corporate Secretary |
