ande-20221110


Date of Report (Date of Earliest Event Reported):			November 10, 2022

(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.)

(Address of principal executive offices) (Zip Code)

(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).

[☐] 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 November 10, 2022, The Andersons, Inc. (the “Company”) appointed William E. Krueger, President of Trade and Processing, to the position of Chief Operating Officer effective December 1, 2022.

Under the terms of the agreement in connection with his appointment as Chief Operating Officer, Mr. Krueger is entitled to the following:

•Upon the achievement of target-level performance, an annual bonus of one hundred percent (100%) of his annual base salary;

•Beginning in 2023, eligible for annual equity incentive grants pursuant to the Company’s 2019 Long-Term Incentive Compensation Plan, with a target grant date value of two hundred percent (200%) of his annual base salary, or $1,900,000; and

•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;

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

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


Exhibit No.						Description

99.1						Press Release, dated November 16, 2022

104						Inline XBRL for the cover page of this Current Report on Form 8-K

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.

November 16, 2022	By:	/s/ Christine M. Castellano

		Christine M. Castellano
		Executive Vice President, General Counsel and Corporate Secretary