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Andersons, Inc. Declaration of Voting Results & Voting Rights Announcements 2020

May 13, 2020

32002_rns_2020-05-13_e9bf998c-52ac-4e76-a45b-c653f9fbdc1b.zip

Declaration of Voting Results & Voting Rights Announcements

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8-K 1 item507may2020.htm 8-K html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2020 Workiva Document

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 8, 2020

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 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of the shareholders of The Andersons, Inc. was held on May 8, 2020 to elect ten directors, to provide advisory approval of executive compensation, and to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm. The results of the voting are as follows:

Proposal 1 - Election of directors:

Director For Against Withheld Non Votes
Patrick E. Bowe 24,266,341 524,704 4,189,521
Michael J. Anderson, Sr. 24,059,188 731,857 4,189,521
Gerard M. Anderson 24,215,149 575,896 4,189,521
Stephen F. Dowdle 24,347,250 443,795 4,189,521
Pamela S. Hershberger 24,354,936 436,109 4,189,521
Catherine M. Kilbane 24,015,610 775,435 4,189,521
Robert J. King, Jr. 24,162,847 628,198 4,189,521
Ross W. Manire 24,298,827 492,218 4,189,521
Patrick S. Mullin 24,287,994 503,051 4,189,521
John T. Stout, Jr. 24,184,006 607,039 4,189,521

Proposal 2 - Advisory approval or disapproval of executive compensation (non-binding):

For: 23,995,027
Against: 746,555
Abstain: 49,463
Non Votes: 4,189,521

Proposal 3 - Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2020:

For: 28,809,663
Against: 129,334
Abstain: 41,569

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.

/s/ Brian A. Valentine
Brian A. Valentine
Executive Vice President and Chief Financial Officer (Principle Financial Officer)