ARCHER DANIELS MIDLAND (ADM)
Sector: Consumer Staples
2026 Annual Meeting Analysis
ARCHER DANIELS MIDLAND · Meeting: May 7, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Proposal No. 1 — Election of Directors for a One-Year Term
Director since 2018 with strong financial and governance credentials; ADM's 3-year price return of 6.1% falls in the low-positive tier and trails XLP by only 14.0 percentage points, well below the 50-point threshold required to trigger a vote against.
Director since 2021 with deep technology and cybersecurity expertise; TSR underperformance gap of 14.0 percentage points is far below the 50-point threshold, and no other policy triggers apply.
Director since 2022 with deep agriculture and food science leadership experience; TSR underperformance gap of 14.0 percentage points does not meet the 50-point threshold, and no other policy triggers apply.
Long-serving Lead Director since 2011 with deep agricultural finance expertise; TSR underperformance gap of 14.0 percentage points is far below the 50-point threshold, and no overboarding or other policy triggers apply.
Director since 2023 with strong R&D and life sciences background relevant to ADM's nutrition strategy; TSR underperformance gap does not trigger a vote against, and no other policy concerns apply.
Director since 2017 with extensive consumer products and sustainability experience; TSR underperformance gap of 14.0 percentage points falls well below the 50-point threshold, and no other policy triggers apply.
CEO and Chair since 2014 with deep ADM operational experience; TSR underperformance gap of 14.0 percentage points does not meet the 50-point threshold under the ETF fallback, and the Say on Pay vote is also FOR, so no director-level trigger applies.
Director since 2024, within the 24-month new-director exemption window, and therefore exempt from the TSR trigger; brings relevant legal, governance, and risk management expertise.
Director since March 2026, well within the 24-month new-director exemption, and therefore exempt from the TSR trigger; brings strong financial leadership and CFO-level expertise relevant to ADM's needs.
Long-serving director since 2003 with deep financial and commodities expertise; TSR underperformance gap of 14.0 percentage points is far below the 50-point threshold, and no overboarding or other policy triggers apply.
Director since 2016 with strong consumer and food industry marketing experience; TSR underperformance gap does not meet the 50-point threshold, and no other policy triggers apply.
Director since 2019 with international manufacturing and food science R&D expertise; TSR underperformance gap of 14.0 percentage points falls well below the 50-point threshold, and no other policy triggers apply.
Long-serving director since 2003 with cybersecurity, legal, and consumer expertise; TSR underperformance gap does not meet the 50-point threshold, and no overboarding or other policy triggers apply.
All 13 director nominees receive a FOR vote. ADM's 3-year price return of 6.1% places it in the low-positive tier, and the gap versus the XLP sector ETF (the fallback benchmark used because no named peer group was identified for TSR purposes) is only 14.0 percentage points, far below the 50-point threshold required to trigger votes against directors. Two recently appointed directors (McAtee, joining 2024; McMurray, joining March 2026) fall within the 24-month new-director exemption. No overboarding, attendance, independence, or familial relationship concerns were identified.
Say on Pay
✓ FORCEO
J. R. LUCIANO
Total Comp
$23,886,978
Prior Support
94%%
The prior year Say on Pay vote received approximately 94% support, reflecting broad shareholder satisfaction with ADM's compensation structure. The pay program is heavily variable and performance-based — on average 60% of target total direct compensation is performance-based, with 74% delivered in equity — well above the 50% minimum threshold required by policy. Annual incentive payouts for 2025 reflected below-target company performance (44.7% out of 75% target on the company component), and long-term performance share awards for the 2023-2025 cycle paid out at only 62.1% of target, both demonstrating genuine pay-for-performance alignment. CEO total compensation of approximately $23.9 million is subject to benchmark review, but given the strong pay-mix structure, meaningful performance linkage, and the presence of a robust clawback policy, no policy triggers for a NO vote are met.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm fully appropriate for a company of ADM's size and global complexity. The proxy filing does not provide a complete auditor fee table with extractable dollar figures in the text supplied, so the non-audit fee ratio cannot be calculated; however, no tenure disclosure or fee-ratio trigger was confirmed, and the default vote is FOR in the absence of confirmed disqualifying data.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Proposal No. 5 — Stockholder Proposal Regarding Issuance of a Report on Pesticide Use Data Reporting in Regenerative Agriculture Program Disclosures
The proposal is submitted by As You Sow, a well-known progressive environmental advocacy organization, which our policy classifies as an ideological filer whose proposals serve advocacy goals rather than neutral fiduciary shareholder interests — this alone disqualifies the proposal from support under our voting policy's symmetry rule. Although the nominal filer of record is John Chevedden (a credible individual governance activist), the proposal text, framing, and supporting materials are clearly authored and advanced by As You Sow as the driving proponent, making the ideological filer classification controlling. Even evaluating the proposal on its merits, ADM already publishes a Corporate Sustainability Report and a dedicated Regenerative Agriculture Report covering responsible pesticide management, and the board provides a substantive response explaining the practical and methodological challenges of volumetric pesticide data reporting across thousands of global farms.
Overall Assessment
ADM's 2026 annual meeting ballot presents five proposals: all 13 director nominees receive a FOR vote as the company's 3-year TSR underperformance versus the XLP ETF (14 percentage points) falls well short of the 50-point trigger threshold; Say on Pay receives a FOR vote supported by 94% prior-year approval, a heavily performance-based pay structure, and below-target payouts for 2025 that reflect genuine pay-for-performance alignment. The pesticide-reporting stockholder proposal receives an AGAINST vote because it is filed by As You Sow, an ideological progressive advocacy organization disqualified under our symmetry rule, and ADM already provides meaningful regenerative agriculture and pesticide management disclosures.