UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

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ARCHER-DANIELS-MIDLAND COMPANY

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A Letter from the CEO Juan R. Luciano CHAIRMAN AND CEO "Our innovation, partnerships and investments position us for long-term leadership in vast and fast-growing growth segments. Juan Luciano Dear Stockholders, 2021 was a watershed year for ADM. We delivered the highest earnings in our almost 120-year history, with excellent performance across the company. And we advanced into the next phase of our strategic plan, paving the way for continued growth in the years to come. Our accomplishments from the year - many of which you can see following this note - range from outstanding financial results to strategic growth investments to new, innovative ways in which we're leading in sustainability and decarbonization. And each one of those accomplishments can be tied to the continued, successful implementation of our strategy. Over the last decade, we've built a better ADM and repositioned our portfolio to align with the enduring global trends of food security, health and well-being, and sustainability. Today, thanks to that transformation, we're delivering stronger returns, higher margins, less earnings volatility - and we've done all of this while maintaining our strong balance sheet and continuing to distribute value to shareholders. Now we're moving to the next evolution of our strategy, focusing on Productivity, including our continued initiatives to build a better company, and Innovation, which encompasses our plans for growth and margin expansion. This work represents the foundation of the next horizon of our strategic plan and our optimistic view of our near-term future. We believe that the benefits from Productivity and Innovation should more than offset market forces such as inflation, allowing ADM to target our next earnings milestone of $6.00 to $7.00 per share by 2025. Even more importantly, we see significant upside potential as we look ahead. Our innovation, partnerships and investments position us for long-term leadership in vast and fast-growing segments that could push us to the higher side of our earnings target milestone, and which will continue to power growth beyond 2025. As this letter is being written, the images and effects of the conflict in Ukraine are reverberating around the world. We condemn this unprovoked attack, which threatens the people and sovereignty of Ukraine, as well as the global food supply chain. Were excited and confident in our plan and our future, and were committed to continuing to share our success with our shareholders. ADM has a record of more than 40 years of annual dividend growth, and we were pleased to have increased our quarterly dividend by 8% this year.

"We're executing our plan for a better future. There has never been a more exciting time for ADM." Juan Luciano We're excited and confident in our plan and our future, and we're committed to continuing to share our success with our shareholders. ADM has a record of more than 40 years of annual dividend growth, and we were pleased to have increased our quarterly dividend by 8% this year. Our highest priority remains the safety and health of our 40,000 colleagues around the globe. A year ago, we hoped the worst of the COVID-19 pandemic was behind us, but that wasn't the case. I'm proud of our team for continuing to serve customers while managing through the pandemic. We continued to operate with no major COVID-related interruptions, and in doing so, played our important role in protecting the global food system. We also saw significant improvements in our on-the-job safety metrics in 2021. Of course, when it comes to safety, the only thing to do after a good year is focus on an even better year, which is exactly what we are doing in 2022. All of these accomplishments are driven by our culture and our purpose. ADM has foundational culture of execution and innovation. We do what we say we will do, with a focus on constantly improving. And we're committed to living our purpose: unlocking the power of nature to enrich the quality of life. That's why, for us, it's important both that we delivered record financial results in 2021, and that we delivered 432 million meals to people in need. We're proud when we're recognized for exciting new products like our BPL1 probiotic strain, and when we achieved a perfect 100 score on the Human Rights Campaign Foundation's 2022 Corporate Equality Index. We're excited about scaling up our investments to meet customer needs around the globe, and scaling up our plans to reduce Scope 3 emissions and eliminate deforestation from our supply chain. I'm proud of what we've accomplished, and grateful for our teams around the globe. We delivered a remarkable 2021. And now, from advancing gender parity in our leadership ranks, to reducing the environmental impact of our operations, to finding new and innovative ways to feed the world, we're executing our plan for a better future. There has never been a more exciting time for ADM. Sincerely yours, Juan Luciano Chairman, CEO and President 432 million meals delivered to people in need Our primary focus is protecting and supporting our 630 Ukrainian colleagues, who are being subjected to increasingly indiscriminate attacks on civilian areas. Our efforts started even before the conflict began and are continuing on numerous fronts. Were also assisting the people of Ukraine more widely, committing millions in monetary and other support, and using our logistical networks and expertise to help support farmers and distribute emergency food rations. In addition, we have made the decision to scale down ADM operations in Russia that are not related to the production and transport of essential food commodities and ingredients. We remain committed to doing what is right, including preventing further suffering by continuing to play our critical role in ensuring all people have access to the fundamental nutrition they need. Looking back, despite the emergence of the Delta and Omicron COVID-19 variants in 2021, we continued to operate with no major COVID-related interruptions, serving our customers and

Transformation Delivered: 2021 in Review Financial Highlights Record Adjusted Earnings Per Share $5.19 Up 45% year over year Strength Across the Enterprise Record Adjusted Segment Operating Profit $4.8B Up 38% year over year Adjusted ROIC 10% Adjusted EBITDA $4.9B Ag Services & Oilseeds Operating Profit ~$2.8B Carbohdyrate Solutions Operating Profit ~$1.3B Nutrition Operating Profit ~$700M Strategic Transformation $100M in new annualized Biosolutions revenue Spiritwood/Marathon JV and offtake agreement Sustainable Aviation Fuel initiative PetDine investment Sojaprotein acquisition Deerland acquisition FISA acquisition Switzerland animal nutrition lab Pinghu flavor facility Singapore plant-based lab Partnering for Innovation Farmers Business Network Future Meat Technologies LG Chem Temasek Acies Bio Vland Leading the Industry Fortune Most Admired Fortune Change the World Ethisphere World's Most Ethical Company Business Intelligence Group Innovation Award 3BL 100 Best Corporate Citizens NutraIngredients, Editor's Award for Functional Food Innovation NutraIngredients, Ingredient of the Year Living our Purpose Corn footprint decarbonization initiative Carbon neutral milling Zero-deforestation goal Scope 3 emissions goal Genesis Consortium NET Power collaboration 650,000 farmers in sustainable agricultural programs * The Financial Highlights above refer to non-GAAP, or "adjusted," financial measures that exclude certain items from the comparable GAAP measure. For a reconciliation of these non-GAAP items to GAAP, please refer to Annex A to our proxy statement and beginning on page 34 of our 2021 Annual Report on Form 10-K.

ARCHER-DANIELS-MIDLAND COMPANY

77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601

NOTICE OF ANNUAL MEETING

To All Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Archer-Daniels-Midland Company, a Delaware corporation, will be held at the JAMES R. RANDALL RESEARCH CENTERIridium Room on the first floor of ADM’s Global Headquarters located at 1001 Brush College Road, Decatur,77 W. Wacker Drive, Chicago, Illinois 62521,60601, on Wednesday,Thursday, May 1, 2019,5, 2022, commencing at 8:30 A.M., for Central Daylight Time. At the annual meeting, you will be asked to consider and vote on the following purposes:matters:

By Order of the Board of Directors

D. C. FINDLAY, SECRETARY

March 22, 2019

2022

Forward-Looking Statements

This proxy statement contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 that is subject to certain risks and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking information. Risks and uncertainties that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1A, “Risk Factors” included in our Annual Report on Form 10-K, as may be updated in our subsequent Quarterly Reports on Form 10-Q. To the extent permitted under applicable law, Archer-Daniels-Midland Company assumes no obligation to update any forward-looking statements as a result of new information or future events.

Table of Contents

Table of Contents

PROXY SUMMARY

The following is a summary of certain key disclosures in this proxy statement. This is only a summary, and it may not contain all of the information that is important to you. For more complete information, please review this proxy statement in its entirety as well as our 20182021 Annual Report on Form10-K. As used in this proxy statement, “ADM” or the “Company” refers to Archer-Daniels-Midland Company. The information contained on adm.com or any other website referred to in this proxy statement is provided for reference only and is not incorporated by reference into this proxy statement.

Proxy Summary

Governance Highlights

Governance Highlights

The Board of Directors views itself as the long-term stewards of ADM. The Board is committed to enhancing the success and value of our company for its stockholders, as well as for other stakeholders such as employees, business partners, and others.communities. The Board recognizes the importance of good corporate governance and understands that transparent disclosure of its governance practices helps stockholders assess the quality of our company and its management and the value of their investment decisions.

ADM’s corporate governance practices are intended to ensure independence, transparency, management accountability, effective decision making, and appropriate monitoring of compliance and performance. We believe that these strong corporate governance practices, together with our enduring corporate values and ethics, are critical to providing lasting value to the stockholders of our company.

Proxy Summary

Voting Matters and Board Recommendations

Voting Matters and Board Recommendations

Director Nominee Qualifications and Experience

The following chart provides summary information about each of our director nominees’ qualifications and experiences. More detailed information is provided in each director nominee’s biography beginning on page 8.

Proxy Summary

Director Nominee Diversity, Age, Tenure, and Independence

Director Nominee Diversity, Age, Tenure, and Independence

The following charts provide summary information about our director nominees’ personal characteristics, including race/ethnicity, gender, geographic background, and age, as well as tenure and independence, to illustrate the diversity of perspectives of our director nominees. More detailed information is provided in each director nominee’s biography beginning on page 8.

General Information About the Annual Meeting and Voting

Proxy Statement

GENERAL MATTERS

The Board of Directors asks that you complete the accompanying proxy for the annual stockholders’ meeting. The meeting will be held at the time, place, and location mentioned in the Notice of Annual Meeting included in these materials. We will be using the “Notice“notice and Access”access” method of providing proxy materials to stockholders via the internet. We will mail to our stockholders (other than those described below) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and the 20182021 Annual Report onForm 10-K and how to vote electronically via the internet. This notice will also contain instructions on how to request a paper copy of the proxy materials. Stockholders holding shares through the ADM 401(k) and Employee Stock Ownership Plan for Salaried Employees (the “401(k) and ESOP”) and those stockholders who previously have opted out of participation in notice and access procedures will receive a paper copy of the proxy materials by mail or an electronic copy of the proxy materials by email. We are first providing our stockholders with notice and access to, or first mailing or emailing, this proxy statement and a proxy form around March 22, 2019.2022.

We pay the costs of soliciting proxies from our stockholders. We have retained Georgeson LLC to help us solicit proxies. We will pay Georgeson LLC a base shareholder meeting services fee of approximately $24,000$15,000 plus reasonable project management fees and expenses for its services. Our employees or employees of Georgeson LLC may also solicit proxies in person or by telephone, mail, or the internet at a cost which we expect will be nominal. We will reimburse brokerage firms and other securities custodians for their reasonable fees and expenses in forwarding proxy materials to their principals.

We have a policy of keeping confidential all proxies, ballots, and voting tabulations that identify individual stockholders. Such documents are available for examination only by the inspectors of election, our transfer agent, and certain employees associated with processing proxy cards and tabulating the vote. We will not disclose any stockholder’s vote except in a contested proxy solicitation or as may be necessary to meet legal requirements.

Our common stockholders of record at the close of business on March 11, 2019,14, 2022, are the only people entitled to notice of the annual meeting and to vote at the meeting. At the close of business on March 11, 2019,14, 2022, we had 560,090,583562,477,478 outstanding shares of common stock, each share being entitled to one vote on each of the director nominees and on each of the other matters to be voted on at the meeting. Our stockholders and advisors to our company are the only people entitled to attend the annual meeting. We reserve the right to direct stockholder representatives with the proper documentation to an alternative room to observe the meeting.

All stockholders will need a form of photo identification to attend the annual meeting. If you are a stockholder of record that received a paper copy of the proxy materials and plan to attend, please detach the admission ticket from the top of your proxy card and bring it with you to the meeting. The number of people we will admit to the meeting will be determined by how the shares are registered, as indicated on the admission ticket. If you are either a stockholder whose shares are held by a broker, bank, or other nominee or a stockholder of record that did not receive a paper copy of the proxy materials, please request an admission ticket by writing to our office at Archer-Daniels-Midland Company,ADM, Investor Relations, 4666 Faries Parkway, Decatur, Illinois 62526-5666. Your letter to our office must include evidence of your stock ownership. If you are not a stockholder of record, you can obtain evidence of ownership from your broker, bank, or nominee. The number of tickets that we send will be determined by the manner in which shares are registered. If your request is received by April 15, 2019,20, 2022, an admission ticket will be mailed to you. Entities such as a corporationcorporations or limited liability companycompanies that are stockholders may send one representative to the annual meeting, and the representative should have apre-existing relationship with the entity represented. All other admission tickets can be obtained at the registration table located atin the James R. Randall Research Center lobby of 77 W. Wacker Dr., Chicago, Illinois 60601, beginning at 7:30 A.M. on the day of the meeting. Stockholders who do notpre-register will be admitted to the meeting only upon verification of stock ownership. Taking into account applicable governmental rules and guidance related to public health conditions, including the coronavirus (COVID-19) pandemic, we may implement certain measures related to the annual meeting to protect the health and well-being of our employees, stockholders, other attendees, and the public at large. This may include requiring attendees to wear face masks or implementing social distancing or limiting the number of attendees.

The use of cameras, video or audio recorders, or other recording devices at the meeting is prohibited. The display of posters, signs, banners, or any other type of signage by any stockholder at the meeting is also prohibited. Firearms are also prohibited in 77 W. Wacker Dr., Chicago, Illinois 60601.

General Information About the Annual Meeting and Voting

Principal Holders of Voting SecuritiesProxy Statement

Principal Holders of Voting Securities

Based upon filings with the Securities and Exchange Commission (“SEC”)(SEC), we believe that the following stockholders are beneficial owners of more than 5% of our outstanding common stock shares:

(1) Based on a Schedule 13G/A filed with the SEC on February 9, 2022, The Vanguard Group has sole dispositive power with respect to 57,025,447 shares, shared voting power with respect to 867,105 shares, and shared dispositive power with respect to 2,246,522 shares.

(2) Based on a Schedule 13G filed with the SEC on February 5, 2019,11, 2022, Capital World Investors has sole voting and sole dispositive power with respect to 40,417,605 shares.

(3) Based on a Schedule 13G/A filed with the SEC on February 1, 2022, BlackRock, Inc. has sole voting power with respect to 33,837,307 shares and sole dispositive power with respect to 39,163,535 shares.

(4) Based on a Schedule 13G/A filed with the SEC on February 2, 2022, State Farm Mutual Automobile Insurance Company and related entities have sole voting and dispositive power with respect to 56,294,74233,884,596 shares and shared voting and dispositive power with respect to 224,693147,036 shares.

(2) Based on a Schedule 13G/A filed with the SEC on February 11, 2019, The Vanguard Group has sole voting power with respect to 647,180 shares, sole dispositive power with respect to 45,380,710 shares, shared voting power with respect to 148,463 shares, and shared dispositive power with respect to 790,557 shares.

(3) Based on a Schedule 13G/A filed with the SEC on February 4, 2019, BlackRock, Inc. has sole voting power with respect to 37,867,271 shares and sole dispositive power with respect to 44,393,781 shares.

(4)(5) Based on a Schedule 13G filed with the SEC on February 13, 2019,10, 2022, State Street Corporation has shared voting power with respect to 31,087,89628,186,272 shares and shared dispositive power with respect to 34,552,45730,871,560 shares.

Proposal No. 1

Proposal No. 1 — Election of Directors for aOne-Year Term

The Board of Directors currently consists of twelve members. The Board of Directors, acting on the recommendation of the Nominating and Corporate Governance Committee, has fixed the sizenominated each of the current boarddirectors for re-election at twelve. Eleven of the twelve nominees proposedannual meeting, except for election to the Board of Directors are currently members of the Board and have been elected previously by our stockholders. The new nominee for election is Lei Z. Schlitz. Dr. Schlitz was identified by the Nominating/Corporate Governance Committee as a potential nominee, with assistance from athird-party search firm retained to identify director candidates, and was recommended by the Nominating/Corporate Governance Committee after it completed its interview and vetting process. Daniel T. Shih, a current member of the Board,Mr. Dufour, who has determined not to stand forre-election. AsThe Board of March 11, 2019,Directors has determined not to fill the vacancy that will occur as a result of Mr. Shih beneficially owned 19,989 sharesDufour’s departure and has, accordingly, resolved that, effective at the annual meeting, the number of our common stock, alldirectors of the Company will be reduced to eleven. Proxies cannot be voted for a greater number of persons than eleven, which consistedis the number of stock units allocated under our Stock Unit Plan for Nonemployee Directors (the “Stock Unit Plan”).nominees. Unless you provide different directions, we intend for board-solicited proxies (like this one) to be voted for the nominees named below.

If elected, the nominees would hold office until the next annual stockholders’ meeting and until their successors are elected and qualified. If any nominee for director becomes unable to serve as a director, the persons named as proxies may vote for a substitute who will be designated by the Board of Directors. Alternatively, the Board of Directors could reduce the size of the board. The Board has no reason to believe that any nominee will be unable to serve as a director.

Our bylaws require that each director be elected by a majority of votes cast with respect to that director in an uncontested election (where the number of nominees is the same as the number of directors to be elected). In a contested election (where the number of nominees exceeds the number of directors to be elected), the plurality voting standard governs the election of directors. Under the plurality standard, the number of nominees equal to the number of directors to be elected who receive more votes than the other nominees are elected to the Board, regardless of whether they receive a majority of the votes cast. Whether an election is contested or not is determined as of the day before we first mail our meeting notice to stockholders.

This year’s election was determined to be an uncontested election, and the majority vote standard will apply. If a nominee who is serving as a director is not elected at the annual meeting, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” However, under our Corporate Governance Guidelines, each director annually submits an advance, contingent, irrevocable resignation that the Board may accept if the director fails to be elected through a majority vote in an uncontested election. In that situation, the Nominating/Nominating and Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation. The Board will act on the Nominating/Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days after the date that the election results are certified. The Board will nominate for election orre-election as director, and will elect as directors to fill vacancies and new directorships, only candidates who agree to tender the form of resignation described above. If a nominee who was not already serving as a director fails to receive a majority of votes cast at the annual meeting, Delaware law provides that the nominee does not serve on the Board as a “holdover director.”

The information below describes the nominees, their ages, positions with our company, principal occupations, current directorships of other publicly owned companies, directorships of other publicly owned companies held within the past five years, the year in which each first was elected as a director, and the number of shares of common stock beneficially owned as of March 11, 2019,14, 2022, directly or indirectly. Unless otherwise indicated, and subject to community property laws where applicable, we believe that each nominee named in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned. Unless otherwise indicated, all of the nominees have been executive officers of their respective companies or employed as otherwise specified below for at least the last five years.

The Board of Directors recommends a vote FOR the election of the twelveeleven nominees named below as directors. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

Proposal No. 1 — Election of Directors for a One-Year Term

Director Nominees

DIRECTOR NOMINEES

Alan L. Boeckmann

Age: 70

Director since: 2012

Common stock owned:37,329(1)

Percent of class: *

Former Principal Occupation or Position:Non-Executive Chairman of Fluor Corporation (an engineering and construction firm) from 2011 – February 2012; Chairman and Chief Executive Officer of Fluor Corporation from 2002 – 2011.

Directorships of Other Publicly-Owned Companies: Director of Sempra Energy and BP p.l.c.(2)

Qualifications and Career Highlights:

Prior to retiring in February 2012, Mr. Boeckmann served in a variety of engineering and executive management positions during his35-plus year career with Fluor Corporation, includingnon-executive Chairman of the Board from 2011 to February 2012, Chairman of the Board and Chief Executive Officer from 2002 to 2011, and President and Chief Operating Officer from 2001 to 2002. His tenure with Fluor Corporation included responsibility for global operations and multiple international assignments. Mr. Boeckmann currently serves as a director of Sempra Energy and BP p.l.c. Mr. Boeckmann has been an outspoken business leader in promoting international standards for business ethics. His extensive board and executive management experience, coupled with his commitment to ethical conduct in international business activities, makes him a valuable addition to the Board of Directors.

Michael S. Burke

		Age: 58 Director since: 2018 Common stock owned: 14,633(1) Percent of class: * Former Principal Occupation or Position: Chairman and Chief Executive Officer of AECOM (a global

Age: 55

Director since: 2018

Common stock owned:2,559(1)

Percent of class: *

Principal Occupation or Position: Chairman andinfrastructure firm) from March 2015 – August 2020; Chief Executive Officer of AECOM (a global infrastructure firm) sincefrom March 2015; Chief Executive Officer of AECOM since2014 to March 2014;2015; President of AECOM from 2011 to March 2014.

Directorships of Other Publicly-Owned Companies:Chairman of AECOM. Director of Rentech Inc. and Rentech Nitrogen Fertilizer MLPAECOM within the past five years.

Qualifications and Career Highlights:

In August 2020, Mr. Burke was appointedretired as the Chief Executive Officer and Chairman of the Board of AECOM, an infrastructure firm that designs, builds, finances, and operates infrastructure assets in more than 150 countries. Mr. Burke first joined AECOM in October 2005 and, hasprior to serving as its Chief Executive Officer and Chairman, held several leadership positions with the company, including Senior Vice President, Corporate Strategy, Chief Corporate Officer, and Chief Financial Officer. Prior to joining AECOM, Mr. Burke was with the accounting firm KPMG LLP, serving in various leadership positions. Mr. Burke brings to the Board of Directors his deep expertise in accounting and finance, his experience as a CEO, and his involvement in projects throughout the world. Mr. Burke also brings significant ESG experience, including having built one of the largest environmental engineering firms in the world (a subsidiary of AECOM) focused on sustainability and currently serving as a member of the board of directors of CarbonCure and Nexii Building Solutions, companies focused on reducing the harmful emissions from the utilization of cement in the construction process.

Terrell K. Crews

		Age: 66 Director since: 2011 Common stock owned: 45,305(2) Percent of class: * Former Principal Occupation or Position: Executive Vice President, Chief Financial Officer

Age: 63

Director since: 2011

Common stock owned:30,140(3)

Percent of class: *

Former Principal Occupation or Position: Executive Vice President, Chief Financial Officer and Vegetable Business Chief Executive Officer of Monsanto Company (an agricultural company) from 2007 – 2009.–2009.

Directorships of Other Publicly-Owned Companies:Director of WestRock Company and Hormel Foods Corporation. Director of Rock-Tenn Company within the past five years.

 

Qualifications and Career Highlights:

Mr. Crews retired from Monsanto Company in 2009. He served as Executive Vice President, Chief Financial Officer and Vegetable Business CEO for Monsanto Company from 2007 to 2009, and Executive Vice President and Chief Financial Officer from 2000 to 2007. Mr. Crews brings to the Board of Directors extensive expertise in finance and related functions, as well as significant knowledge of corporate development, agri-business, and international operations.

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		ADM Proxy Statement 2019 Age: 48 Director since: 2021 Common stock owned: 3,317(3) Percent of class: * Principal Occupation or Position: Executive Vice President of The Boeing Company and President

		Age: 74 Director since: 2009 Common stock owned: 143,453(4) Percent of class:* Former Principal Occupation or Position: Executive Chairman of Sempra Energy (an energy

Age: 71

Director since: 2009

Common stock owned:117,015(5)

Percent of class: *

Former Principal Occupation or Position: Executive Chairman of Sempra Energy (an energy services company) from 2011 – December 2012.

Directorships of Other Publicly-Owned Companies:Lead Director of Northrop Grumman Corporation andCorporation. Director of Gannett Co., Inc. within the past five years.

Qualifications and Career Highlights:

Highlights: Mr. Felsinger brings extensive experience as a board member, chair, and CEO with Fortune 500 companies. Mr. Felsinger retired as Executive Chairman of Sempra Energy in December 2012. His leadership roles at Sempra Energy and other companies have allowed him to provide the Board of Directors with his expertise in mergers and acquisitions, environmental matters, corporate governance, strategic planning, engineering, finance, human resources, compliance, risk management, international business, and public affairs.

Proposal No. 1 — Election of Directors for a One-Year Term

Director Nominees

Suzan F. Harrison

		Age: 64 Director since: 2017 Common stock owned: 19,047(1) Percent of class: * Former Principal Occupation or Position: President of Global Oral Care at Colgate-Palmolive Company (a global household

Age: 61

Director since: 2017

Common stock owned:6,423(1)

Percent of class: *

Principal Occupation or Position: President of Global Oral Care at Colgate-Palmolive Company (a global household and consumer products company) since 2011(6);from 2011 – 2019; President of Hill’s Pet Nutrition Inc. North America from 2009 – 2011; Vice President, Marketing for Colgate U.S. from 2006 – 2009.

Directorships of Other Publicly-Owned Companies: Director of WestRock Company.

 

Qualifications and Career Highlights:

Highlights: Ms. Harrison is currentlyretired in 2019 as the President of Global Oral Care at Colgate-Palmolive Company, a worldwide consumer products company focused on the production, distribution, and provision of household, health care, and personal products. She was previously President of Hill’s Pet Nutrition Inc. North America, a position she held from 2009 to 2011. Additionally, she served as Vice President, Marketing for Colgate U.S. from 2006 to 2009, and Vice President and General Manager of Colgate Oral Pharmaceuticals, North America, and Europe from 2005 to 2006. Previously, Ms. Harrison held a number of leadership roles at Colgate commencing in 1983. Ms. Harrison’s qualifications to serve as a director of our company include her extensive leadership, management, operations, marketing, and international experience.experience, along with her ESG experience in overseeing environmentally appropriate packaging and formulas for consumer products.

Patrick J. Moore

		Age: 67 Director since: 2003 Common stock owned: 75,691(1) Percent of class: * Principal Occupation or Position: President and Chief Executive Officer of PJM Advisors, LLC (an

investment and advisory firm) since 2011; Chief Executive Officer of Smurfit-Stone Container Corporation from 2010 –2011(6).

Directorships of Other Publicly-Owned Companies: Chairman of Energizer Holdings, Inc.

Qualifications and Career Highlights: Mr. Moore retired as Chief Executive Officer of Smurfit-Stone Container Corporation in 2011, and held positions of increasing importance at Smurfit-Stone and related companies since 1987. Prior to 1987, Mr. Moore served 12 years at Continental Bank in various corporate lending, international banking, and administrative positions. Mr. Moore brings to the Board of Directors his substantial experience in leadership, banking and finance, strategy development, and operations management. Mr. Moore also brings extensive experience in environmental and sustainable practices from his time at Smurfit-Stone and his service on the board of the Sustainable Forestry Initiative, with particular focus on recycling, carbon sequestration, reduction of energy and water usage, and sustainable forestry.

Juan R. Luciano

		Age: 60 Director since: 2014 Common stock owned: 2,921,820(5) Percent of class: * Principal Occupation or Position: Chairman of the Board, Chief Executive Officer and President

Age: 57

Director since: 2014

Common stock owned:2,379,751(7)

Percent of class: *

Principal Occupation or Position: Chairman of the Board, Chief Executive Officer and President since January 2016; Chief Executive Officer and President sincefrom January 2015;2015 – January 2016; President and Chief Operating Officer from February 2014 – December 2014; Executive Vice President and Chief Operating Officer from 2011 – February 2014.

Directorships of Other Publicly-Owned Companies:Lead Director of Eli Lilly and Company.(8)

Qualifications and Career Highlights:

Highlights: Mr. Luciano joined ADM in 2011 as executive vice president and chief operating officer, was named president in February 2014, was named Chief Executive Officer in January 2015, and was named Chairman of the Board in January 2016. Mr. Luciano has overseen the commercial and production activities of ADM’s Corn, Oilseeds, and Agricultural Services businesses, as well as its research, project management, procurement, and risk management functions. He also has overseen the company’s operational excellence initiatives, which seek to improve productivity and efficiency companywide. He has led the company’s efforts to improve its capital, cost, and cash positions. Previously, Mr. Luciano was with The Dow Chemical Company, where he last served as executive vice president and president of the performance division.

ADM Proxy Statement 2019
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Proposal No. 1 — Election of Directors for a One-Year Term

Director Nominees

Debra A. Sandler

		Age: 62 Director since: 2016 Common stock owned: 22,875(1) Percent of class: * Principal Occupation or Position: President of LaGrenade Group, LLC (a marketing consulting

Age: 59

Director since: 2016

Common stock owned:10,054(1)

Percent of class: *

Principal Occupation or Position: President of LaGrenade Group, LLC (a marketing consulting firm) since October 2015; Chief Health and Wellbeing Officer of Mars, Inc. from July 2014 – July 2015; President, Chocolate, North America of Mars, Inc. from April 2012 – July 2014; Chief Consumer Officer of Mars Chocolate North America from 2009 – March 2012.

Directorships of Other Publicly-Owned Companies:Director of Gannett Co., Inc., Dollar General Corporation, and Keurig Dr Pepper Inc.

Qualifications and Career Highlights:

Highlights: Ms. Sandler is currently President of LaGrenade Group, LLC, a marketing consultancy she founded to advise consumer packaged goods companies operating in the Health and Wellness space. She was previously Chief Health and Wellbeing Officer of Mars, Inc., a position she held from July 2014 to July 2015. Additionally, she served as President, Chocolate, North America from April 2012 to July 2014, and Chief Consumer Officer, Mars Chocolate North America from November 2009 to March 2012. Prior to joining Mars, Ms. Sandler spent 10 years with Johnson & Johnson in a variety of leadership roles. She currently serves on the board of Gannett Co., Inc. Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing, andleading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson, and PepsiCo.

Lei Z. Schlitz

Age: 52

Director since: —

Common stock owned:0

Percent of class: *

Principal Occupation or Position: Executive Vice President, Food Equipment at Illinois Tool Works Inc. (a global multi-industrial manufacturer) since September 2015; Group President, WorldwideWare-Wash, Refrigeration, and Weigh/Wrap Businesses at Illinois Tool Works from 2011 to December 2015; Vice President, Research & Development, and Head of ITW Technology Center at Illinois Tool Works from 2008 – 2011.

Qualifications and Career Highlights:

Dr. Schlitz is currently Executive Vice President of the Food Equipment segment at Illinois Tool Works Inc., a publicly held, global multi-industrial manufacturer. She oversees a global commercial food equipment business, serving institutional, industrial, restaurant, and retail customers around the world. Previously, she has served in leadership roles at Illinois Tool Works, serving as the group president of various food equipment businesses and leading research and development efforts. Dr. Schlitz brings extensive leadership experience in strategy development, growth initiatives, and operational excellence.

Kelvin R. Westbrook

		Age: 66 Director since: 2003 Common stock owned: 44,751(1) Percent of class: * Principal Occupation or Position: President and Chief Executive Officer of KRW Advisors, LLC (a

Age: 63

Director since: 2003

Common stock owned:45,700(1)

Percent of class: *

Principal Occupation or Position: President and Chief Executive Officer of KRW Advisors, LLC (a consulting and advisory firm) since 2007; Chairman and Chief Strategic Officer of Millennium Digital Media Systems, L.L.C. (a broadband services company) (“MDM”)(11)(MDM)(8) from 2006 – 2007.

Directorships of Other Publicly-Owned Companies:Director ofT-Mobile USA, Inc. and Mosaic Company; Lead Independent Trust Manager of Camden Property Trust. Director of Stifel Financial Corp. within the past five years.

Qualifications and Career Highlights:

Highlights: Mr. Westbrook brings legal, media, and marketing expertise to the Board of Directors. He is a former partner of a national law firm, was the President, Chief Executive Officer, andco-founder of two large cable television and broadband companies, and was or is a member of the board of several high-profile companies, includingT-Mobile USA, Inc. and the National Cable Satellite Corporation, better known asC-SPAN. In addition to Mr. Westbrook’s current service on public company boards, heWestbrook also servespreviously served on the board of amulti-billion-dollarnot-for-profit healthcare services company.

Proposal No. 1 — ElectionDr. Schlitz is also an executive member of Directors for aOne-Year Term

Director Experiences, Qualifications, Attributes,Illinois Tool Works’ Diversity & Inclusion Council, which oversees the diversity and Skills; Board Diversityinclusion initiatives of Illinois Tool Works.

Proposal No. 1 — Election of Directors for a One-Year Term

Director Experiences, Qualifications, Attributes, and Skills; Board Diversity

Board Leadership and Oversight

Board Leadership Structure

Our company’s Board of Directors does not have a current requirement that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated, because the Board believes it is in the best interest of our company to make this determination based on the position and direction of the company and the constitution of the Board and management team. The Board regularly evaluates whether the roles of Chief Executive Officer and Chairman of the Board should be combined or separated. The Board’s implementation of a careful and seamless succession plan over the past several years demonstrates that the Board takes seriously its responsibilities under the Corporate Governance Guidelines to determine who should serve as Chairman at any point in time in light of the specific circumstances facing our company. After careful consideration, the Board has determined that having Mr. Luciano, our company’s Chief Executive Officer, continue to serve as Chairman is in the best interest of our stockholders at this time. The Chief Executive Officer is responsible for theday-to-day management of our company and the development and implementation of our company’s strategy, and has access to the people, information, and resources necessary to facilitate board function. Therefore, the Board believes at this time that combining the roles of Chief Executive Officer and Chairman contributes to an efficient and effective board.

The independent directors elect a Lead Director at the Board’s first meeting following the annual meeting. Mr. Felsinger is currently serving as Lead Director. The Board believes that having an independent Lead Director provides the Board with independent leadership and facilitates the independence of the Board from management. The Nominating/Nominating and Corporate Governance Committee regularly evaluates the responsibilities of the Lead Director and considers current trends regarding independent board leadership.

In the last fewprior years, the Board has enhanced the Lead Director’s responsibilities, as set forth in the Corporate Governance Guidelines, in connection with determining performance criteria for evaluating the Chief Executive Officer, evaluating the Board, committees, and individual directors, and planning for management succession. In accordance with our Corporate Governance Guidelines, as so revised, the Lead Director: (i)

(1) presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, and regularly meets with the Chairman and Chief Executive Officer for discussion of appropriate matters arising from these sessions; (ii)

(2) coordinates the activities of the other independent directors and serves as liaison between the Chairman and the independent directors; (iii)

(3) consults with the Chairman and approves all meeting agendas, schedules, and information provided to the Board, and may, from time to time, invite corporate officers, other employees, and advisors to attend Board or committee meetings whenever deemed appropriate; (iv)

(4) interviews, along with the Chairman and the Chair and members of the Nominating/Nominating and Corporate Governance Committee, all director candidates and makes recommendations to the Nominating/Nominating and Corporate Governance Committee; (v)

(5) advises the Nominating/Nominating and Corporate Governance Committee on the selection of members of the board committees; (vi)

(6) advises the board committees on the selection of committee chairs; (vii)

(7) works with the Chairman and Chief Executive Officer to propose a schedule of major discussion items for the Board; (viii)

(8) guides the Board’s governance processes; (ix)

(9) provides leadership to the Board if circumstances arise in which the role of the Chairman or Chief Executive Officer may be, or may be perceived to be, in conflict; (x)

(10) has the authority to call meetings of the independent directors; (xi)

(11) if requested by major stockholders, ensures that he or she is available for consultation and direct communication; (xii)

(12) leads thenon-management directors in determining performance criteria for evaluating the Chief Executive Officer and coordinates the annual performance review of the Chief Executive Officer; (xiii)

(13) works with the Chair of the Compensation/Compensation and Succession Committee to guide the Board’s discussion of management succession plans; (xiv)

Board Leadership and Oversight

Board Role in Risk Oversight

(14) works with the Chair and members of the Nominating/Nominating and Corporate Governance Committee to facilitate the evaluation of the performance of the Board, committees, and individual directors; (xv)

(15) works with the Chair and members of the Sustainability and Corporate Responsibility Committee to set sustainability and corporate responsibility objectives; and (xvi)

(16) performs such other duties and responsibilities as the Board may determine.

In addition to electing a Lead Director, our independent directors facilitate the Board’s independence by meeting frequently as a group and fostering a climate of transparent communication. The high level of contact between our Lead Director and our Chairman between board meetings and the specificity contained in the Board’s delegation of authority parameters also serve to foster effective board leadership.

Board Leadership and Oversight

Board Role in Risk Oversight

CYBERSECURITY

Cyberattacks are an increasing risk for businesses, and ADM is actively takings steps and putting in place measures to defend itself. We have put in place security measures to prevent, detect, and mitigate cyber-based attacks, and have instituted control procedures for cybersecurity incident responses and disaster recovery plans for our critical systems. We have formed a ransomware task force and periodically run drills to enhance preparedness. In addition, we monitor this risk on an ongoing basis to detect and correct any breaches, and report metrics on the quality of our data security efforts and control environment to the highest level of management and to the Board of Directors. The Board actively oversees the company’s efforts to prevent, detect, and mitigate cyberattacks, both through the Audit Committee, which has primary responsibility for this area in our Board, and through the full Board of Directors through periodic cyber briefings. The Board has recently added a director who has served as Chief Information Officer for a large public company with sensitive information to assist ADM in overseeing cybersecurity.

Board Leadership and Oversight

Sustainability and Corporate Responsibility

Sustainability and Corporate Responsibility

Our commitment to change and growth goes beyond our products and services. At ADM, sustainable practices and a focus on environmental responsibility aren’tare not separate from our primary business: they are integral to the work we do every day to serve customers and create value for stockholders. We are committed to being a force for change in developing innovative, sustainable solutions in agriculture, food and nutrition, energy, and packaging materials while pursuing ways to continually improve our efforts in both protecting the environment and enhancing environmental and social sustainability. That is why our current strategic plan is called Sustainable Growth.

ADM has been recognized by several external parties for its efforts in sustainability:

SUSTAINABILITY

Our disclosure for sustainability topics, including climate change, follow the Taskforce on Climate-Related Financial Disclosures (TCFD) framework: Governance, Strategy, Risk Management, and Metrics & KPIs.

Governance: Our sustainability efforts are overseen by our Board of Directors, in particular a dedicated Sustainability and Corporate Responsibility Committee, and led by our Chief Sustainability Officer (CSO), who is supported by regional sustainability teams.

The Sustainability and Corporate Responsibility Committee actively oversees our objectives, goals, strategies, and activities relating to sustainability and corporate responsibility matters and assists the Board in ensuring that we operate as a sustainable organization and responsible corporate citizen in order to enhance shareholder value and protect ADM’s reputation. For more on the Sustainability and Corporate Responsibility Committee, see below on page 28.

As for management, the Executive Council of ADM, our highest strategic and operational body, provides close supervision of our ESG efforts and an in-depth review of sustainability issues. Because we consider sustainability critical to our strategic planning and mergers and acquisitions efforts, the CSO reports to the Chief Strategy Officer and is an important part of the strategy team. Furthermore, regional sustainability teams, along with the corporate sustainability team, support the CSO to drive sustainability efforts in our facilities and supply chains around the world. Our sustainability efforts are also supported by the Centers of Excellence (CoE) that drive efficiency programs in their areas of focus such as the Utilities CoE, Diversity, Equity and Inclusion CoE, and Environmental, Health and Safety (EHS) CoE.

ADM has set forth several key social and environmental commitments and policies that collectively outline our expectations for our colleagues, business partners and contractors, and our organization as a whole, with respect to our sourcing operations. In 2021, we updated two of these policies to more clearly define our objectives and expectations: Human Rights Policy and Policy to Protect Forests, Biodiversity and Communities. We also issued a Managing Supplier Non-Compliance procedure which lays out our approach to address non-compliances with these policies.

Strategy: In accordance with the Global Reporting Initiative (GRI), we conduct and maintain a materiality assessment to identify topics that have a direct or indirect impact on the organization’s ability to create, preserve, or erode economic, environmental, and social value for itself, its stakeholders and society at large. In 2021, we engaged a reputable professional services firm to undertake an updated formal materiality assessment to guide our sustainability strategy in the coming years.

The assessment team applied its knowledge of the GRI methodology and our industry to select stakeholders for engagement based on the selection criteria of responsibility, influence, proximity, dependency, and representation. Working with ADM, the firm interviewed, surveyed, and researched publicly available information for a variety of internal and external stakeholders, including leadership, investors, employees, customers, and civil society.

Board Leadership and Oversight

Sustainability and Corporate Responsibility

The assessment results indicate several key topics that are consistent across all stakeholder groups as critical importance: “GHG Emissions,” “Deforestation & Conversion,” “Governance,” and “Water Management.” Although these are critical to manage, other topics on the matrix are also important to ADM and our stakeholders.

We have aligned our sustainability efforts with the United Nations (UN) Sustainable Development Goals which serve as a road map to achieve a better future for all. Specifically, we are focusing our efforts toward Zero Hunger, Clean Water and Sanitation, Climate Action, and Life On Land.

Our sustainability effortsNature-based solutions (NbS) are leddefined by the International Union for Conservation of Nature (IUCN) as “actions to protect, sustainably manage and restore natural or modified ecosystems that address societal challenges effectively and adaptively, simultaneously providing human well-being and biodiversity benefits.” We expect this definition will underpin the forthcoming Taskforce for Nature-related Financial Disclosures (TNFD) guidance. As a company with deep agricultural roots, we are strongly positioned to leverage nature-based solutions in our Chief Sustainability Officer who is supportedoperations and our supply chain. Many of the key societal challenges identified by a Sustainability Council comprised of ADM Executive Committee members. Sustainability-related risks are reviewed quarterly through the Enterprise Risk Management process. Our company’s Board of Directors has approvedIUCN Global Standard for Nature-based Solutions align with the creation of a Sustainability and Corporate Responsibility Committee. This new committee will have oversight of sustainability and corporate responsibility matters. Sustainability topics are also presented to the full Board annually.

The RobecoSAM Sustainability Yearbook 2018 named ADM as an Industry Mover in recognition of ADM’s focus on sustainable practices and environmental responsibility. See the table below for additional information and highlights related to our sustainability efforts.UN SDG priorities.

Board Leadership and Oversight

Sustainability and Corporate Responsibility

Risk Management: Sustainability risk management, including climate change and deforestation, is integrated into the multi-disciplinary companywide enterprise risk management (ERM) process.

Each quarter, the ERM Sustainability subgroup reviews the risk matrix. Previously identified risks are discussed to ensure proper focus and time is spent discussing and assessing emerging risks. The risk matrix includes quantitative review of impact, mitigation, and residual risk as well as qualitative information about risk categories, warning periods, mitigation strategies, and effectiveness.

In 2021, ADM began the process of conducting a Scenario Analysis following the Taskforce for Climate Related Financial Disclosure’s (TCFD) guidelines. The analysis looked at the potential impact of three warming scenarios – 1.5° C (latest recommendation from Intergovernmental Panel on Climate Change to prevent the worst effects of global warming), 2° C (aligned with the Paris Climate Accords), and 2.6° C (status quo). Various risks were included in the analysis including current and emerging regulation, technology, legal, market, reputation, and acute physical and chronic physical risks.

Key risks and opportunities for the Company include:

Transition Risks

Physical Risks

Board Leadership and Oversight

Sustainability and Corporate Responsibility

Opportunities

GOALS, TARGETS, AND KPIs

Tracking key performance indicators (KPIs) and setting goals and targets enables us to measure and demonstrate progress toward our sustainability strategy.

In 2020, we engaged a leading engineering professional services firm to conduct an in-depth carbon reduction feasibility study and help us shape our next set of goals to combat climate change. Our new environmental goals, collectively called “Strive 35” are an ambitious plan to, by 2035, reduce absolute GHG emissions by 25 percent, reduce energy intensity by 15 percent, reduce water intensity by 10 percent, and achieve a 90 percent landfill diversion rate. We also committed to develop a global strategy focused on improving community well-being in priority watersheds, including water-stressed areas, by 2025.

In 2021, we announced a goal to reduce our Scope 3 GHG emissions, which are emissions in our supply chain related to our products and operations but not in our control. We have assessed and calculated our Scope 3 footprint from 5 categories: purchased goods and services (raw material procurement), upstream transportation (delivery of raw materials and ocean shipping), downstream processing of sold goods, fuel and energy related emissions, and emissions from waste. Aligned with our Strive35 goals, we aim to achieve a 25% reduction by 2035 over 2019 baseline.

Board Leadership and Oversight

Sustainability and Corporate Responsibility

To ensure we are charting a path to achieve our Strive35 goals, we set 5-year targets to measure our progress against these longer-term goals.

ADM is fully committed to ending deforestation, preserving biodiversity, and conserving resources in our operations and supply chain. In March 2021, we released our new Policy to Protect Forests, Biodiversity and Communities and a 2030 target date to eliminate deforestation in our supply chains. Additionally, we announced we will achieve full traceability for our direct and indirect soybean supply chains in South America by the end of 2022.

We disclose key performance indicators aligned with the Global Reporting Initiative (GRI) Framework. Below are key metrics from calendar years 2019 and 2020.

* Data provided in these tables have been assessed by a third-party which has issued limited assurance statements.

** Data not included in third-party assessment.

SOCIAL IMPACT

ADM’s corporate social investment program, ADM Cares, aligns the Company’s corporate giving with its business strategies and sustainability objectives. Through the program, ADM works to sustain and strengthen its commitment to communities where ADM colleagues work, live, and operate by directing funding to initiatives and organizations driving meaningful social, economic, and environmental progress. The ADM Cares team evaluates potential projects submitted for funding to ensure they meet eligibility criteria, such as initiatives that support education, food security, and hunger relief, or safe, responsible, and environmentally sound agricultural practices in critical growing regions around the world. Our three sustainability focus areas of giving are:

Board Leadership and Oversight

Sustainability and Corporate Responsibility

DIVERSITY, EQUITY, AND INCLUSION

Part of ADM’s vision is to advance a diverse workplace with equitable opportunities for all its employees within an inclusive culture to make sure all colleagues globally feel they belong and make meaningful contributions to the success of each other and ADM. ADM brings together colleagues with many different backgrounds, perspectives, and experiences. At ADM, we believe diversity, equity and inclusion (DE&I) are key business priorities that will enable us to continue innovating, driving growth through customer focus, and delivering outstanding performance for shareholders.

Our DE&I strategy includes four focus areas: Leadership Engagement & Communication, Recruitment, Advancement & Retention, and Networks & Sponsorships. In order to ensure that the Company’s global DE&I strategy aligns with its business strategy, ADM reinstalled a global DE&I council chaired by our CEO, Juan Luciano. The responsibility of this council is to establish the strategy and global priorities as well as measure and monitor progress. Each of our four regions (North America, APAC, EMEA and LATAM) have DE&I Councils accountable for executing strategies specific to each region.

Our strategy is working. We received a perfect 100 score on the Human Rights Campaign Foundation’s 2022 Corporate Equality Index.

ADM is committed to strengthening our gender diversity. In 2018, ADM affirmed a commitment through Paradigm for Parity^® to achieve gender parity within the company’s senior leadership structure by 2030. Since making this commitment in 2018, we have improved our gender diversity from 21% to 26%. ADM is proud of its achievements to date and will continue to strengthen diversity moving forward. Starting in 2022, our commitment to making additional progress towards gender parity is included in our 2022 PSU Award as part of a two-goal ESG metric. See Changes to 2022 Compensation Programs Section of the CD&A. In 2021, ADM also launched the first of its Employee Resource Groups (ERGs) focused on women as part of the Company’s DE&I vision and strategy. ADM also held the Global Women’s Leadership Summit—a two-day virtual event aimed at inspiring and motivating the Company’s female leaders. ADM plans to publicly disclose its EEO-1 data for 2021 when the information is available.

At an industry level, ADM has been a key partner in the establishment of Together We Grow, a consortium of agricultural industry leaders united in a shared belief that American agriculture’s best days are yet to come. Emphasizing diversity, equity and inclusion, Together We Grow works to build a modern workforce with the skills, experience, and capabilities needed to keep pace with the growing world.

For additional details, please see ADM’s annual report on Form 10-K.

SAFETY

At ADM, we are committed to providing a safe working environment for all our employees and contractors. For the last several years, we have been on a journey to a goal of zero injuries – building a safety culture so everyone will go home safely to their families and the things that are most important to them. ADM finished 2021 with no fatalities and a 50% reduction in serious injuries. In 2021, about 80% of ADM’s sites completed the year without recordable injuries, and about 90% without lost workday injuries.

We’ve also recently set a new, ambitious goal: by 2025, we aim to reduce our Total Recordable Incident Rate and Lost Workday Incident Rate by 50% over a 2020 baseline. We have launched or enhanced efforts to improve occupational safety, including:

Through these actions, we aim to achieve continuous improvement in 2022, which will help us on our path to achieve our five-year target.

Board Leadership and Oversight

Board Role in Overseeing Political Activities

Board Role in Overseeing Political Activities

Code of Conduct

Director Evaluations; Section 16(a) Reporting ComplianceEvaluations

Board, Committee, and Director Evaluations

The Board believes that a robust annual evaluation process is a critical part of its governance practices. Accordingly, the Nominating/Nominating and Corporate Governance Committee oversees an annual evaluation of the performance of the Board of Directors, each committee of the Board, and each individual director. The Nominating/This year, the Nominating and Corporate Governance Committee approves written evaluation questionnaires which are distributedengaged an independent outside lawyer who had served as a director and general counsel of public companies to each director. The resultsconduct an in-depth interview of each written evaluation are provided to, and compiled by, an outside firm. Individual directors are evaluated by their peers in a confidential process. Our Lead Director works with the Chair and members of the Nominating/Corporate Governance Committee to facilitate the evaluation ofdirector on the performance of the Board, committees, and individual directors, and delivers and discusses individual evaluation results withdirectors. The outside lawyer provided reports on each director. Thecommittee to the chair of the Nominating/committee, and reports on individual directors to the Chairman of the Board, the Lead Director, and the Chair of the Nominating and Corporate Governance Committee deliversCommittee. The Lead Director then delivered to and discussesdiscussed with each individual director the Lead Director’s individual evaluation with him or her.of such director. Results of the performance evaluations of the committees and the Board arewere discussed at appropriate committee meetings and with the full board.Board.

The Board utilizes the results of these evaluations in making decisions on board agendas, board structure, committee responsibilities and agendas, and continued service of individual directors on the board.

Evaluation Questionnaires are distributed Outside firm collects results Results are delivered and discussed with each director Other evaluations are discussed at committee meetings and With the full board

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors and executive officers to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. Based on our review of Forms 3, 4, and 5 that we have received from, or have filed on behalf of, our directors and executive officers, and on written representations from those persons that they were not required to file a Form 5, we believe that, during the fiscal year ended December 31, 2018,2021, our directors and executive officers complied with all Section 16(a) filing requirements.requirements, other than with respect to late Form 4 reports related to a grant of restricted stock units to each of Messrs. Christopher Cuddy, D. Cameron Findlay, Juan Luciano, Vince Macciocchi, Greg Morris, John Stott, Joseph Taets and Ray Young and Ms. Jennifer Weber, which reports should have been filed by February 16, 2021 but due to an administrative oversight were filed on February 19, 2021. Additionally, Mr. Taets filed a Form 5 on February 7, 2022 relating to a sale of ADM common stock which, due to an inadvertent error by the company, should have been, but was not, reported on a Form 4 by November 20, 2021.

Independence of Directors

Independence of Directors

The Board of Directors has reviewed business, familial, and charitable relationships between our company and eachnon-employee director and director nominee to determine compliance with the NYSE standards and our bylaw standards, each described below, and to evaluate whether there are any other facts or circumstances that might impair a director’s or nominee’s independence. Based on that review, the Board has determined that eleven of its twelve current members, Messrs. Boeckmann, Burke, Colbert, Crews, Dufour, Felsinger, Moore, Sanchez, Shih, and Westbrook, Ms.Mses. Harrison and Ms. Sandler, are independent, and that Dr. Schlitz the director nominee, is alsoare independent. Mr. Luciano is not independent under the NYSE or bylaw standards because of his employment with us.

In determining that Mr. Boeckmanneach director and nominee is independent (other than Mr. Luciano), the Board considered that, inreviewed the ordinary course of business, BP p.l.c., of which Mr. Boeckmann is a director, sold natural gas and fuel to our company and purchased ethanol and biodiesel from our company, all on anarm’s-length basis during the fiscal year ended December 31, 2018.following transactions, relationships, or arrangements. The Board of Directors determined that any amounts or relationships involved in all of the following matters fall below applicable thresholds or outside the NYSE or bylaw independence standards, that this arrangement did not exceednone of the NYSE’s threshold of 2.0% of BP p.l.c.’s consolidated gross revenues, that Mr. Boeckmann does not havedirectors or nominee had a direct or indirect material interest in such transactions,the matters described below, and that such transactionsmatters do not impair Mr. Boeckmann’s independence.the independence of any director or nominee.

In determining that Mr. Burke is independent, the Board considered that, in the ordinary course of business, AECOM, of which Mr. Burke is Chairman and Chief Executive Officer, sold certain services to our company and purchased various products from our company on anarm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% of AECOM’s consolidated gross revenues, that Mr. Burke does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Burke’s independence.

In determining that Mr. Crews is independent, the Board considered that, in the ordinary course of business, WestRock Company, of which Mr. Crews is a director, purchased various products from our company and sold various products to our company and that Hormel Foods Corporation, of which Mr. Crews is a director, purchased certain commodity products from our company, all on anarm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that these arrangements did not exceed the NYSE’s threshold of 2.0% of WestRock Company’s or Hormel Foods Corporation’s consolidated gross revenues, respectively, that Mr. Crews does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Crews’ independence.

In determining that Mr. Dufour is independent, the Board considered that, in the ordinary course of business, Air Liquide Group, of which Mr. Dufour is a director, sold certain chemicals to our company on anarm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% of Air Liquide Group’s consolidated gross revenues, that Mr. Dufour does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Dufour’s independence.

In determining that Mr. Felsinger is independent, the Board considered that, in the ordinary course of business, Gannett Co. Inc., of which Mr. Felsinger is a director, sold certain products to our company on anarm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% of Gannett Co. Inc.’s consolidated gross revenues, that Mr. Felsinger does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Felsinger’s independence.

In determining that Ms. Harrison is independent, the Board considered that, in the ordinary course of business,Colgate-Palmolive Company, of which Ms. Harrison is President of Global Oral Care, purchased various products from our company on anarm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% of Colgate-Palmolive Company’s consolidated gross revenues, that Ms. Harrison does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Ms. Harrison’s independence.

Name		Matters Considered
T. Colbert		Ordinary course business with Virginia Tech (sales to ADM of certain services on an arm’s length basis). Donation by ADM to the Thurgood Marshall College Fund, of which Mr. Colbert is a board member.
T. Crews		Ordinary course business with WestRock Company (purchases from ADM of various products and sales to ADM of various products, all on an arm’s length basis). Ordinary course business with Hormel Foods Corporation (purchases from ADM of various products and sales to ADM of various products, all on an arm’s length basis).
D. Felsinger		Stepson-in-law is employed by ADM and is not an executive officer or a member of senior management, at a compensation level and on terms determined on a basis consistent with the Company’s policies for non-executive officers.
S. Harrison		Ordinary course business with WestRock Company (purchases from ADM of various products and sales to ADM of various products, all on an arm’s length basis).
P. Moore		Ordinary course business with Air Liquide (sales to ADM of certain products and purchases from ADM of certain services, all on an arm’s length basis). Mr. Moore is a member of the North American Review Board of American Air Liquide Holdings, Inc.
D. Sandler		Ordinary course business with Pharmavite (purchases from ADM of certain products on an arm’s length basis). Ordinary course business with Keurig Dr Pepper Inc. (purchases from ADM of certain products on an arm’s length basis).
L. Schlitz		Ordinary course business with Illinois Tool Works Inc. (sales to ADM of certain equipment and services on an arm’s length basis).
K. Westbrook		Ordinary course business with Mosaic Company (sales to ADM of certain products and purchases from ADM of certain services, all on an arm’s length basis). Ordinary course business with T-Mobile US, Inc. (sales to ADM of various products and purchases from ADM of certain products, all on an arm’s length basis).

Independence of Directors

Independence of Directors

In determining that Ms. Sandler is independent, the Board considered that, in the ordinary course of business, Gannett Co. Inc., of which Ms. Sandler is a director, sold certain products to our company on anarm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% of Gannett Co. Inc.’s consolidated gross revenues, that Ms. Sandler does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Ms. Sandler’s independence.

In determining that Dr. Schlitz is independent, the Board considered that, in the ordinary course of business, Illinois Tool Works Inc., of which Dr. Schlitz is Executive Vice President, Food Equipment, sold certain equipment and services to our company on anarm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% of Illinois Tool Works Inc.’s consolidated gross revenues, that Dr. Schlitz does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Dr. Schlitz’s independence.

In determining that Mr. Westbrook is independent, the Board considered that, in the ordinary course of business, Mosaic Company, of which Mr. Westbrook is a director, sold fertilizer products to our company and purchased certain logistics and other services from our company and thatT-Mobile US, Inc., of which Mr. Westbrook is a director, sold various products to our company, all on anarm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that these arrangements did not exceed the NYSE’s threshold of 2.0% of Mosaic Company’s orT-Mobile US, Inc.’s consolidated gross revenues, respectively, that Mr. Westbrook does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Westbrook’s independence.

The listing standards of the New York Stock Exchange, or NYSE, require companies listed on the NYSE to have a majority of “independent” directors. Subject to certain exceptions and transition provisions, the NYSE standards generally provide that a director will qualify as “independent” if the Board affirmatively determines that he or she has no material relationship with our company other than as a director, and will not be considered independent if:

Independence of Directors

Corporate Governance Guidelines

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that govern the structure and functioning of the Board and set forth the Board’s policies on governance issues. The guidelines, along with the written charters of each of the committees of the Board and our bylaws, are posted on our website, www.adm.com,https://www.adm.com/investors/corporate-governance, and are available free of charge upon written request to Archer-Daniels-Midland Company,ADM, Attention: Secretary, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601.

Independent Executive Sessions

In accordance with our Corporate Governance Guidelines, thenon-management directors meet in executive session at least quarterly. If thenon-management directors include any directors who are not independent pursuant to the Board’s determination of independence, at least one executive session each year includes only independent directors. The Lead Director, or in his or her absence, the chairmanchair of the Nominating/Nominating and Corporate Governance Committee, presides at such meetings of independent directors. Thenon-management directors met in independent executive session four times during fiscal year 2018.2021.

Information Concerning Committees and Meetings

Board Meetings and Attendance at Annual Meetings of Stockholders

During the last fiscal year, the Board of Directors held twelveeight meetings. All incumbent directors attended 75% or more of the combined total meetings of the Board and the committees on which they served during such period. Our Corporate Governance Guidelines provide that all directors standing for election are expected to attend the annual meeting of stockholders. All director nominees standing for election at our last annual stockholders’ meeting held on May 3, 2018,6, 2021, virtually attended that meeting.

Information Concerning Committees and Meetings

The Board’s standing committees for the year ended December 31, 2018,2021, consisted of the Audit, Compensation/Compensation and Succession, Nominating/Nominating and Corporate Governance, and Executive Committees. In February 2019, the Board approved the establishment of a Sustainability and Corporate Responsibility, Committee, which will have oversight responsibility for sustainability and corporate responsibility matters.Executive Committees. Each committee operates pursuant to a written charter adopted by the Board, (except for the Sustainability and Corporate Responsibility Committee, for which the Board has not yet adopted a written charter), available on our website, www.adm.com. Upon adoption by the Board, the written charter for the Sustainability and Corporate Responsibility Committee will also be available on our website.

Information Concerning Committees and Meetings

Information Concerning Committees and Meetings

The Compensation/Compensation and Succession Committee provides reports to the Board of Directors and, where appropriate, submits actions to the Board of Directors for ratification. Members of management attend meetings of the committee and make recommendations to the committee regarding compensation for officers other than the Chief Executive Officer. In determining the Chief Executive Officer’s compensation, the committee considers the evaluation prepared by thenon-management directors.

In accordance with the General Corporation Law of Delaware, the committee may delegate to one or more officers the authority to grant stock options to other officers and employees who are not directors or executive officers, provided that the resolution authorizing this delegation specifies the total number of options that the officer or officers can award. The charter for the Compensation/Compensation and Succession Committee also provides that the committee may form subcommittees and delegate tasks to them.

For additional information on the responsibilities and activities of the Compensation/Compensation and Succession Committee, including the committee’s processes for determining executive compensation, see the section of this proxy statement entitled “Compensation Discussion and Analysis.”

Information Concerning Committees and Meetings

Information Concerning Committees and Meetings

Stockholder Outreach and Engagement; Code of ConductEngagement

Stockholder Outreach and Engagement

As part of our commitment to effective corporate governance practices, in 20182021-22 we reached out to many of our largest institutional stockholders to hold formal discussions with them to help us better understand the views of our investors on key topics. Our Lead Director (who, as provided in the Corporate Governance Guidelines, ensures that he is available for consultation and direct communication with major stockholders), Chief Executive Officer, General Counsel, Chief Human Resources Officer, Chief Sustainability Officer, and seniorother management participated in these meetings to discuss and obtain feedback on our Board of Directors, corporate governance, enterprise risk management, executive compensation, ESG, and other related issues important to our stockholders.

We share stockholder feedback with the Board and its committees to enhance both our governance, practicescompensation, and transparency of these practices to our stockholders.ESG practices. We also review the voting results of our most recent annual meeting of stockholders, the stockholder feedback received through our engagement process, the governance practices of our peers and other largesimilar public companies, and current trends in governance as we consider enhancements to our governance practices and disclosure. We value our dialogue with our stockholders and believe our outreach efforts, which are in addition to our other communication channels available to our stockholders and interested parties, help ensureprovide transparency of our corporate governance, risk management, compensation, ESG, and other related practices and help ensure that these practices continue to evolve and reflect the insights and perspectives of our many stakeholders. We welcome suggestions from our stockholders on how the Board and management can enhance this dialogue in the future.

COMMUNICATIONS WITH DIRECTORS

We have approved procedures for stockholders and other interested parties to send communications to individual directors or thenon-employee directors as a group. You should send any such communications in writing addressed to the applicable director or directors in care of the Secretary, Archer-Daniels-Midland Company,ADM, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601. All correspondence will be forwarded to the intended recipients.

Director Compensation

CODE OF CONDUCTDirector Compensation

Our standard compensation for non-employee directors consists of an annual retainer and additional annual stipends for service as Lead Director or as a committee chair. Effective as of the second quarter of fiscal year 2021, the annual retainer increased from $300,000 to $315,000, the annual stipend for our Lead Director increased to $40,000 from $30,000, the annual stipend for the Chair of the Audit Committee remained at $25,000, the annual stipend for the Chair of the Compensation and Succession Committee remained at $20,000, the annual stipend for the Chair of the Nominating and Corporate Governance Committee increased to $20,000 from $15,000, and the annual stipend for the Chair of the Sustainability and Corporate Responsibility Committee remained at $10,000. Directors may elect to receive up to $125,000 of their annual retainer in cash or stock units, and the remaining portion of the annual retainer and any stipends are paid in stock units. Each stock unit is deemed for valuation and bookkeeping purposes to be the equivalent of a share of our common stock. We do not pay fees for attendance at board and committee meetings. Directors are reimbursed for out-of-pocket traveling expenses incurred in attending board and committee meetings. Directors may also be provided with certain perquisites from time to time.

Stock units are credited to the account of each non-employee director on a quarterly basis in an amount determined by dividing the quarterly amount of the retainer or stipend to be paid in stock units by the fair market value of a share of our common stock on the last business day of that quarter, and are fully-vested at all times. As of any date on which cash dividends are paid on our common stock, each director’s stock unit account is also credited with stock units in an amount determined by dividing the dollar value of the dividends that would have been paid on the stock units in that director’s account had those units been actual shares by the fair market value of a share of our stock on the dividend payment date. For purposes of this plan, the “fair market value” of a share of our common stock on any date is the average of the high and low reported sales prices for our stock on the NYSE on that date. Each stock unit is paid out in cash on the first business day following the earlier of (i) five years after the end of the calendar year that includes the quarter for which that stock unit was credited to the director’s account, and (ii) when the director ceases to be a member of the Board. The amount to be paid will equal the number of stock units credited to a director’s account multiplied by the fair market value of a share of our stock on the payout date. A director may elect to defer the receipt of these payments in accordance with the plan.

The Board has adoptedfollowing table summarizes compensation provided to each non-employee director for services provided during fiscal year 2021.