Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2012

 

 

 

LOGO

ARCHER-DANIELS-MIDLAND COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-44   41-0129150

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

4666 Faries Parkway

Decatur, Illinois

   62526
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (217) 424-5200

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, David J. Smith, Executive Vice President, Secretary and General Counsel of Archer-Daniels-Midland Company (the “Company”), has elected to retire. In connection with Mr. Smith’s retirement, the Company and Mr. Smith entered into an agreement on May 3, 2012 that governs the terms of his ceasing to be an active employee and an officer of the Company (the “Separation Agreement”).

The Separation Agreement provides that Mr. Smith’s retirement will be effective on December 31, 2012. Mr. Smith executed a release of claims in conjunction with the execution of the Separation Agreement (the “First Release”), and the Separation Agreement provides that Mr. Smith will execute another release of claims within 45 days after the termination of his employment with the Company (the “Second Release”).

In consideration for the First Release and the Second Release, non-competition and non-solicitation covenants and other provisions contained in the Separation Agreement, the Company will: (i) pay Mr. Smith cash in the amount of $1,802,800, to be paid as a first installment of $901,400 following the expiration of the revocation period provided in the First Release and a second installment of $901,400 following the expiration of the revocation period provided in the Second Release; (ii) pay Mr. Smith a cash payment equal to 50% of the aggregate difference between the option strike price and the fair market value, as defined in the Separation Agreement, of the underlying securities for all stock options currently held by Mr. Smith that will not be vested as of December 31, 2012 and will not continue to vest under the terms of the granting document, to be paid following the expiration of the revocation period provided in the Second Release; (iii) transfer to Mr. Smith, on or about December 31, 2012, the title of his Company-owned car; (iv) extend Mr. Smith’s healthcare coverage until December 31, 2013 on the same terms as would have been available to him had he remained employed by the Company through such date; and (v) transfer to Mr. Smith the iPad and iPhone he is currently using. These benefits are subject to customary terms and conditions under the Separation Agreement.

A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference in response to this Item 5.02. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of such agreement.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

The following exhibit is filed herewith:

 

10.1 Agreement, dated as of May 3, 2012, by and between Archer-Daniels-Midland Company and David J. Smith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ARCHER-DANIELS-MIDLAND COMPANY
Date: May 9, 2012   By   /s/ David J. Smith
   

David J. Smith

Executive Vice President, Secretary and General Counsel

EXHIBIT INDEX

 

Number

   

Description

    Method of filing
10.1    Agreement, dated as of May 3, 2012, by and between Archer-Daniels-Midland Company and David J. Smith    Filed electronically