The Andersons (ANDE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2025, will be held virtually; shareholders can vote and ask questions online with a 16-digit control number.

• Ten directors are nominated for one-year terms; advisory vote on executive compensation and ratification of Deloitte & Touche LLP as auditor are on the agenda.

• No shareholder proposals were submitted for the 2025 meeting.

• Shareholders can vote by mail, phone, internet, or electronically at the meeting; no cumulative voting rights.

Voting matters and shareholder proposals

• Proposals include election of ten directors, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• No additional shareholder proposals are on the ballot.

• Voting results will be announced at the meeting and published in a Form 8-K.

Board of directors and corporate governance

• Board consists of a majority of independent directors; all committees are composed entirely of independent members.

• Board held six meetings in 2024; all directors attended at least 75% of meetings.

• Board leadership structure separates Chairman and CEO roles; independent Lead Director appointed.

• Governance/Nominating Committee oversees board structure, nominations, and ESG/sustainability activities.

• Board diversity and skills matrix highlights expertise in agribusiness, finance, risk management, and public company governance.