The Andersons (ANDE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, will be held virtually; shareholders can participate and vote online using a control number from their proxy card.

• The company operates as a leading North American ag supply chain business, recently realigned into two segments: Agribusiness and Renewables, with 2025 revenue of ~$11.0B and adjusted EBITDA of ~$337M.

• The Board encourages all shareholders to vote their proxies in advance, with options to vote by mail, phone, or internet.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors for a one-year term, (2) advisory approval of executive compensation, and (3) ratification of Deloitte & Touche LLP as independent auditor for 2026.

• The Board recommends a vote FOR all proposals; there are no shareholder proposals for this meeting.

Board of directors and corporate governance

• Nine directors are nominated, with a majority being independent; the Board recently reduced from eleven to nine members due to retirements.

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

• Committees (Audit, Compensation, Finance, Governance/Nominating) are composed entirely of independent directors.

• Board members bring diverse skills in agribusiness, finance, risk management, and public company governance.

• Directors are subject to a retirement age policy, with exceptions disclosed.