Shareholders ask our Board of Directors to remove the current provision that considers the voice of certain Archer-Daniels-Midland (ADM) shareholders as non-shareholders. Currently all shares not held for one continuous year are considered non-shareholders if they seek to call for a special shareholder meeting on an important matter.

The current one-year exclusion for all shares held for less than one continuous year makes the current so-called shareholder right to call for a special shareholder meeting useless. There is no point to have useless right on the books of ADM.

The reason to enable all shareholders to call for a special shareholder meeting is to allow one shareholder or a group of shareholders to quickly acquire ADM shares to equal the challenging 10% share ownership requirement, based on all shares outstanding, to call for a special shareholder meeting when there is an urgent matter to consider in order to incentivize a turnaround of ADM.

This is becoming more important given that the ADM stock price is in a long-term slump. ADM stock was at $97 in 2022 and at only $53 in late 2024 during a robust stock market.

The best strategies for turning around a company do not necessarily come from a company’s existing shareholders.

If ADM continues in its slump, ADM shareholders and potential ADM shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting, if they have to wait one-year to call for a special shareholder meeting. A one-year holding period makes no sense. An emergency or a continued slumping stock price demands an immediate response.

The fact that one shareholder or a group of shareholders can quickly acquire more shares to call for a special shareholder meeting is an incentive for ADM Directors to avoid such an emergency situation in the first place since the continued service of the least qualified ADM Directors could be terminated by a special shareholder meeting. This is a good incentive for the ADM Directors to have for the benefit of all ADM shareholders.

At minimum this proposal alerts shareholders to the severe limitation, to the point of uselessness, baked into the current ADM rules for shareholders to call for a special shareholder meeting.