Archer-Daniels-Midland Company (ADM) Earnings Call Transcript & Summary

Welcome to the Archer Daniel's Conference Call. My name is Donna, and I will be your operator. [Operator Instructions] I will now turn the call over to Mr. Juan Luciano. You may begin.

Good morning. This is Cameron Findlay, Senior Vice President, General Counsel and Secretary of ADM. Welcome to ADM's 97th Annual Meeting of the Stockholders, which we are holding online this year due to the ongoing threat posed by COVID-19. Before we open the meeting, I want to say, on behalf of all of us at ADM, that we hope that you and your families are staying healthy and safe in this extraordinary time. The rules and procedures for this meeting can be viewed in the link near the bottom of your screen. We ask for your cooperation adhering to these procedures so that we can have a productive and efficient meeting. I now call the meeting to order. The notice and proxy statement were made available on March 25, 2020, to all stockholders of record as of March 16, 2020, the record date for this meeting. The total number of shares of common stock outstanding on the record date and entitled to vote was 557,207,815. If you haven't voted and want to do so or if you wish to change your vote, you can do so by clicking on the voting button on the web portal and following the instructions there. The Board of Directors has appointed Broadridge Financial Solutions through its representatives and agents as inspector of election to oversee the voting. The Board has named Pat Moore, Don Felsinger and Juan Luciano to the proxy committee and authorize them to vote proxies. The inspector of election has reported that there is a quorum present and the meeting is open for business. The inspector will tabulate all votes, and I will announce the results before the end of the meeting. The annual report on Form 10-K for the year ended December 31, 2019, has been made available to all stockholders. I'd now like to introduce Juan Luciano, Chairman of the Board of Directors and Chief Executive Officer. Juan?

Thank you, Cam. Good morning. Please note that after presenting the proposals, I will pause to address any appropriate questions or comments related to the proposals that have been submitted by stockholders through the web portal. If you have any such questions, please submit them now through the web portal. We'll start today with a proposal for the election of directors. The Board of Directors has set the number of Director nominees at 11 and has nominated the following 11 members, who shall hold office until their successors are duly elected and qualified: Michael Burke; Terry Crews, who serves as Chair of the Audit Committee; Pierre Dufour; Don Felsinger, who serves as our Independent Lead Director; Suzan Harrison, who serves as Chair of our Sustainability and Corporate Responsibility Committee; Juan Luciano; Pat Moore, who serves as Chair of the Nominating Corporate Governance Committee; Francisco Sanchez; Debra Sandler; Lei Schlitz; and Kelvin Westbrook, who serves as Chair of the Compensation Succession Committee. The secretary has advised that under the procedures established by the company for nominating Directors, the only persons who have been nominated are those listed in the proxy statement. I, therefore, declare the nominations closed. The Board of Directors recommends a vote for the election of the 11 nominees. Next is the proposal on the ratification of the Audit Committee's appointment of Ernst & Young as an independent auditor for 2020. Ernst & Young's representatives, Nick Franz and Mary Ramatowski are presented -- are present and available to answer any appropriate stockholder questions. The Board recommends a vote for the ratification of the appointment of Ernst & Young LLP. The next proposal is the advisory vote on executive compensation. While this advisory vote is not binding on our Board of Directors, the Board and its Compensation and Succession Committee do take into account the outcome of the vote in making decisions about executive compensation. The Board recommends stockholders vote for the resolution to approve, on an advisory basis, the compensation of the company's named executive officers as disclosed in the proxy statement. The final proposal is the approval of the 2020 incentive compensation plan. We are seeking stockholder approval of the ADM 2020 incentive compensation plan, which was approved by our Board on February 5, 2020, subject to stockholder approval. The Board recommends a vote for the approval of the 2020 incentive compensation plan. At this time, I will pause to address any appropriate questions that have been submitted through the web portal that relate to these proposals. Cam, are there any questions on these proposals?

Juan, we have one question from the carpenters' union pension funds. They first say they appreciate the efforts of the company to address the difficulties faced by stakeholders during the COVID-19 pandemic. They asked a question with regard to the 2020 incentive compensation plan, and they noted that one provision allows for a minimum vesting period for equity to 1 year from -- from 1 year to 3 years. And they asked what is the Board's thinking regarding this possible short vesting period when granting long-term compensation awards?

Maybe I can ask then the Chair of the Compensation Committee that is present, Kelvin Westbrook, to address that question. Kelvin?

Thank you, Juan. After a great deal of discussion regarding the mix of compensation, we did not look at that item in isolation. We took it into context or into consideration in the context of our overall compensation plan. The compensation structure and the determinations are described in some detail in the compensation and discussion analysis section in our proxy statement. Desiring to achieve an appropriate balance between both short-term and long-term equity vesting, we proposed that in this particular plan, we have the ability to grant vesting both at 1 year or as long as 3 years. The committee did not look at this in isolation relative to all the other tools available to the Compensation Committee and to the Board in determining the right mix of compensation for the executives. So it was a balancing approach that we took as opposed to one that restricted or limited vesting to 1 year to give the Committee and the Board the flexibility to do what's appropriate under the circumstances as it pertains to each equity grant. I hope that answers the question.

Thank you, Kelvin. Are there any other questions regarding the proposals?

No other questions on the proposals.

Thank you, Cam. Then, I turn it back to you.

No other proposals have been submitted for action by the stockholders at this meeting. Accordingly, this is the last call for voting. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls closed. I ask the operator to close the polls, and the inspector of election to tabulate all votes. Now the preliminary results of the balloting. All of the directors were elected with a substantial majority of the votes cast, the appointment of Ernst & Young LLP was ratified, the advisory vote on executive compensation was adopted, and the 2020 incentive compensation plan was approved. I will file with the records of the meeting the list of stockholders entitled to vote at the meeting and the ballots for all items on the proxy statement. The final vote totals will be certified by the inspector of election, and the inspector's report will be filed with the records of the meeting. If there is no further business, I declare the business portion of the meeting adjourned. And I will turn the floor back over to Juan for some comments.

Thank you, Cam. These are obviously extraordinary times and because of that, I'll forgo my usual update and keep my remarks short and to the point. I will urge any shareholders who wish to learn more about our performance in 2019 to read the cover letter to our proxy. The COVID-19 pandemic is truly unprecedented. It's a challenge that is testing our ability to learn, adapt and deliver every day. Our team has made, and continues to make, an exceptional effort to keep our colleagues safe, keep our company running and even amid the challenges, to continue to advance our long-term strategic goals. When it became clear that COVID presented a growing risk, both to our colleagues and our operations, we activated a global pandemic leadership team that meets daily to review the situation, evaluate new risks and make timely decisions to protect our teams and our business. We put in place strict guidelines to protect our employees and contractors from travel restrictions to social distancing requirements. Our first priority was to operate safely and our second priority was to operate effectively. What our team accomplished is truly remarkable. From our IT team, ordering 12,000 laptops and adding 22 new servers to enable colleagues around the world to work remotely; to our commercial and procurement groups, ensuring we had everything we needed from raw materials at our plants to PPE for our colleagues; to our finance and treasury teams who, in late March, put together a successful issuance of new long-term debt to enhance our cash position and reduce our exposure of credit market volatility. Our 38,000 colleagues have done an incredible job in extremely difficult circumstances to continue to fulfill global needs. We're also advancing our work to ensure ADM remains strong and vital in the years to come. We continue to harvest our growth initiatives, delivering strong growth in Nutrition in the first quarter as well as achieving our Neovia synergy targets 2 years ahead of schedule. Our Readiness pipeline remains robust, with $920 million in run rate benefits on an annual basis, unlocked since the program began. And we're living up to our critical role as a steward, not just of our company, but of the natural resources that are vital to our business and future, with the announcement of ambitious commitments to reduce our absolute greenhouse gas emissions by 25% and our energy intensity by 15% in the next 15 years. When we look back at 2019, we saw a year in which there were challenging external conditions and yet our team delivered on the things that matter from growth investments, to technology launches, to breakout results in Nutrition. And our $3.24 per share in adjusted EPS, $3.1 billion in adjusted segment operating profit and $3.5 billion in adjusted EBITDA showed how our business model and our team were built to deliver even in tough times. Over the last several years, we worked to transform ADM into a purpose-driven company that is more technology-enabled, more agile and innovative, more global and has greater capabilities across the entire food value chain. We never thought we'd see those changes put to the test in the ways we are seeing now. And our resilience, ingenuity and commitment in response to the global pandemic are showing just how strong this transformed ADM is. I want then to express my sincere appreciation to our Board of Directors and you, our shareholders, for your tremendous support throughout the past year. And I look forward to sharing further developments with you next year at this time. And now, we will pause to address any appropriate questions that have been submitted by stockholders through the web portal. Remind you, if you have any questions, please submit them now through the web portal. I will remind you that, as described in the meeting guidelines, we ask that you limit yourselves to one question or comment per stockholder and one topic per question. Thank you. Cam, are there any questions?

Juan, there are no further questions.

Thank you, Cam. So in conclusion, I will once again like to thank our stockholders for the vote of confidence you have given to the Directors and management of the company. And I would like to personally thank our Directors for the guidance and expertise they have offered us throughout the past year. Thank you so much for joining us today. Operator, please close the webcast.