SEC Comment Letter 0000000000-24-000004 to Andersons, Inc. (ANDE) (CIK 0000821026) (ANDE)
Andersons, Inc. (ANDE) (CIK 0000821026)
Date: Jan. 2, 2024 · CIK: 0000821026 · Accession: 0000000000-24-000004
AI Filing Summary & Sentiment
File numbers found in text: 000-20557
Letter
United States securities and exchange commission logo January 2, 2024 Patrick E. Bowe President and Chief Executive Officer Andersons, Inc. 1947 Briarfield Boulevard Maumee, Ohio 43537 Re:Andersons, Inc. Definitive Proxy Statement on Schedule 14A Filed March 9, 2023 File No. 000-20557 Dear Patrick E. Bowe: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed March 9, 2023 Pay versus Performance, page 54 1.We note that the peer group you identify in the pay versus performance table and related disclosure is the custom "Peer Group Index disclosed in Item 5" of your Form 10-K. Since your peer group is not an a published industry or line-of-business index, please ensure that the issuers composing the group are disclosed in a footnote. Refer to Regulation S-K Item 402(v)(2)(iv). 2.We note that you have included “Net Income Attributable to the Company (in thousands)” under another heading that reads “from continuing operations” in column (h) of your pay versus performance table in lieu of net income as required by Regulation S-K Item 402(v)(2)(v). Please include net income (loss), as reported in your audited GAAP financial statements, in column (h) for all years covered by the table. Refer to Regulation S-K Compliance and Disclosure Interpretations Questions 128D.08 and 128D.09. Please note that you may voluntarily provide supplemental measures of compensation or financial performance, so long as any additional disclosure is "clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure." See Pay Versus Performance, Release No. 34-95607 (August 25, 2022 [87 FR 55134 (September 8, 2022)] at Section II.F.3. It is also unclear how columns (h) and (g) are modified by the title "from continuing operations." Please ensure that the
FirstName LastNamePatrick E. Bowe Comapany NameAndersons, Inc. January 2, 2024 Page 2 FirstName LastName Patrick E. Bowe Andersons, Inc. January 2, 2024 Page 2 your pay versus performance table includes only the exact headings permitted by Regulation S-K Item 402(v)(1)(a)-(i). Please contact Marion Graham at 202-551-6521 or Amanda Ravitz at 202-551-3412 with any other questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
January 2, 2024
Patrick E. Bowe
President and Chief Executive Officer
Andersons, Inc.
1947 Briarfield Boulevard
Maumee, Ohio 43537
Re:Andersons, Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 9, 2023
File No. 000-20557
Dear Patrick E. Bowe:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed March 9, 2023
Pay versus Performance, page 54
1.We note that the peer group you identify in the pay versus performance table and related
disclosure is the custom "Peer Group Index disclosed in Item 5" of your Form 10-K. Since
your peer group is not an a published industry or line-of-business index, please ensure that
the issuers composing the group are disclosed in a footnote. Refer to Regulation S-K Item
402(v)(2)(iv).
2.We note that you have included “Net Income Attributable to the Company (in thousands)”
under another heading that reads “from continuing operations” in column (h) of your pay
versus performance table in lieu of net income as required by Regulation S-K Item
402(v)(2)(v). Please include net income (loss), as reported in your audited GAAP
financial statements, in column (h) for all years covered by the table. Refer to Regulation
S-K Compliance and Disclosure Interpretations Questions 128D.08 and 128D.09. Please
note that you may voluntarily provide supplemental measures of compensation or
financial performance, so long as any additional disclosure is "clearly identified as
supplemental, not misleading, and not presented with greater prominence than the
required disclosure." See Pay Versus Performance, Release No. 34-95607 (August 25,
2022 [87 FR 55134 (September 8, 2022)] at Section II.F.3. It is also unclear how columns
(h) and (g) are modified by the title "from continuing operations." Please ensure that the
FirstName LastNamePatrick E. Bowe
Comapany NameAndersons, Inc.
January 2, 2024 Page 2
FirstName LastName
Patrick E. Bowe
Andersons, Inc.
January 2, 2024
Page 2
your pay versus performance table includes only the exact headings permitted by
Regulation S-K Item 402(v)(1)(a)-(i).
Please contact Marion Graham at 202-551-6521 or Amanda Ravitz at 202-551-3412 with
any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program