| Item 2.02. | Results of Operations and Financial Condition. |
To the extent that the information regarding the 2023 outlook included in the press release furnished herewith as Exhibit 99.1 is responsive to Item 2.02, it is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 21, 2024, Archer-Daniels-Midland Company (the “Company”) announced that the Board of Directors of the Company (the “Board”) has appointed Ismael Roig to serve as the Company’s Interim Chief Financial Officer.
The appointment follows the decision of the Board on January 19, 2024 to place Vikram Luthar, the Company’s Chief Financial Officer and Senior Vice President, on administrative leave, effective immediately. Mr. Luthar’s leave is pending an ongoing investigation being conducted by outside counsel for the Company and the Board’s Audit Committee regarding certain accounting practices and procedures with respect to the Company’s Nutrition reporting segment, including as related to certain intersegment transactions. The investigation was initiated in response to the Company’s receipt of a voluntary document request by the Securities and Exchange Commission (the “SEC”). The Company is cooperating with the SEC.
Ismael Roig, age 56, most recently served both as President of EMEA at the Company, where he had oversight of all of the Company’s business activities in EMEA, and as President of Animal Nutrition, a position he was appointed to in late 2022. His previous roles include serving as President of Carbohydrates Solutions International and establishing Global BioSolutions. He also served as SVP, Chief Strategy Officer and Chief Sustainability Officer, President, Asia Pacific. Prior to joining the Company in 2004, he spent 11 years with General Motors Corporation in various treasury, finance and controller positions in New York, Singapore, Brussels and Sao Paulo. Mr. Roig holds a bachelor’s degree from the University of Reading, UK, a master’s degree in industrial engineering from the Cranfield Institute of Technology, UK, an MBA from the Darden School of Business at the University of Virginia, as well as a Chartered Financial Analyst credential.
The Board may make changes to Mr. Roig’s existing compensation arrangements with respect to his appointment as Interim Chief Financial Officer in the future.
There are no arrangements or understandings between Mr. Roig and any other persons pursuant to which Mr. Roig was selected as an officer of the Company, Mr. Roig has no family relationships with any of the Company’s directors or executive officers, and Mr. Roig is not a party to and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
| Item 7.01 | Regulation FD Disclosure. |
On January 21, 2024, the Company issued a press release announcing the matters described above, providing an update on its 2023 outlook, and announcing its expected delay of its earnings release and conference call relating to fourth quarter and full year 2023 financial results, as well as the filing of its Annual Report on Form 10-K for the year ended December 31, 2023, from its historical schedule. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
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