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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

The Andersons, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed Maximum aggregate value of transaction:

(5)

Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

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(4)

Date Filed:

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THE ANDERSONS, INC.

1947 Briarfield Boulevard

Maumee, Ohio 43537

March 9, 2023

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders to be held on Friday, May 5, 2023 at 8:00 A.M. Eastern Time. The Annual Meeting will be held in a virtual meeting format only, via live webcast. You will not be able to attend the Annual Meeting physically in person. To participate in the Annual Meeting at www.virtualshareholdermeeting.com/ANDE2023, you must enter the 16-digit control number found on your proxy card or your voting instruction form.

This booklet includes the formal notice of the meeting and the proxy statement. The proxy statement tells you more about the meeting agenda, and how to vote your proxy and procedures for the meeting. It also describes how the Board of Directors operates and gives you information about our director candidates. A form of proxy card and our 2022 annual report to shareholders are also included with this booklet.

It is important that your shares are represented and voted at the Annual Meeting, regardless of the size of your holdings. I urge you to vote your proxy as soon as possible so that your shares may be represented at the meeting. If you attend the Annual Meeting, you may revoke your proxy by voting your shares electronically at the annual meeting, if you wish.

Sincerely,

/s/ Michael J. Anderson, Sr.

Michael J. Anderson, Sr.

Chairman

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THE ANDERSONS, INC.

1947 Briarfield Boulevard

Maumee, Ohio 43537

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting will be held in a virtual meeting format only, via live webcast. You will not be able to attend the Annual Meeting physically in person. To participate in the Annual Meeting at www.virtualshareholdermeeting.com/ANDE2023, you must enter the 16-digit control number found on your proxy card or your voting instruction form.

Date: May 5, 2023

Time: 8:00 A.M., Eastern Time

Place: Online at www.virtualshareholdermeeting.com/ANDE2023

When can I join the virtual Annual Meeting? You may begin to log into the meeting platform beginning at 7:45 A.M. Eastern Time on May 5, 2023. The meeting will begin promptly at 8:00 A.M. Eastern Time on May 5, 2023.

How can I ask questions and vote? Shareholders may vote and submit questions virtually during the meeting (subject to time restrictions). To participate in the meeting virtually, visit www.virtualshareholdermeeting.com/ANDE2023. When recognized by the Chair, shareholders should identify themselves by name, company or affiliation. Shareholders will have two minutes to ask general questions or comment. Questions or comments not related to the proposal under discussion, or that are about personal concerns not shared by shareholders generally, or that use blatantly offensive language may be ruled out of order.

What if I lost my 16-digit control number? You will be able to login as a guest. To view the meeting webcast, visit www.virtualshareholdermeeting.com/ANDE2023 and register as a guest. If you login as a guest, you will not be able to vote your shares or ask questions at the meeting.

What if I experience technical difficulties? If shareholders encounter any difficulties accessing the Annual Meeting webcast during the check-in or meeting time, there will be a technical support number posted on the virtual meeting login page for assistance. Technical support will be available beginning at 7:45 A.M. Eastern Time on May 5, 2023 through the conclusion of the Annual Meeting.

The virtual meeting platform is fully supported across all browsers (Internet Explorer, Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Shareholders should ensure they have a strong internet connection if they intend to attend and/or participate in the Annual Meeting. Shareholders should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of questions within the Investor Relations section of our website. The questions will remain available until the Company's 2024 proxy statement is filed.

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Matters to be voted upon:


1			The election of ten directors identified as nominees herein to hold office for a one-year term.
2			The approval of the 2004 Employee Share Purchase Plan, Restated and Amended January 2023
3			Advisory approval of executive compensation.
4			Advisory vote on frequency of advisory approval of executive compensation.
5			The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
6			Any other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof.

By order of the Board of Directors

Maumee, Ohio

/s/ Christine M. Castellano

March 9, 2023

Christine M. Castellano

Secretary

Your vote is important. Whether or not you plan to attend the Annual Meeting electronically and regardless of the number of shares you own, please vote your shares by proxy, either by mailing the enclosed proxy card or, by telephone or via the Internet. If you attend the Annual Meeting, you may revoke your proxy by voting your shares electronically at the Annual Meeting, if you wish.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 5, 2023

The Proxy Statement and Annual Report to Shareholders with Form 10-K is available at www.proxyvote.com.

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			Page
Introduction			1
This Proxy Solicitation			1
The Annual Meeting: Quorum			1
Common Shares Outstanding			2
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 5, 2023			2
Voting			3
How to Vote Your Shares			3
How to Revoke Your Proxy			3
How Your Shares Will be Voted			3
Votes Required to Approve Each Item			4
Householding			4
Where to Find Voting Results			4
Summary of Proposals			5
Election of Directors			6
Corporate Governance			11
Board Meetings and Committees			11
Code of Ethics			14
Environmental, Social and Governance ("ESG") Highlights and Oversight			14
Certain Relationships and Related Party Transactions			16
Audit Committee Report			17
Use of Compensation Consultants			17
Compensation / Risk Relationship			17
Executive Officers			18
Approval of the 2004 Employee Share Purchase Plan, Restated and Amended January 2023			19
Equity Plans			23
Advisory Vote on Executive Compensation			24
Advisory Vote on Frequency of Advisory Vote on Executive Compensation			25
Appointment of Independent Registered Public Accounting Firm			26
Independent Registered Public Accounting Firm			26
Audit and Other Fees			26
Policy on Audit Committee Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm			26
Proposal to Ratify the Appointment of Independent Registered Public Accounting Firm			27
Share Ownership			28
Shares Owned by Directors and Executive Officers			28
Share Ownership of Certain Beneficial Owners			29
Delinquent Section 16(a) Reports			29
Compensation and Leadership Development Committee Interlocks and Insider Participation			29
Executive Compensation			30
Compensation and Leadership Development Committee Report			30
Compensation Discussion and Analysis			30
Executive Summary			30
General Principles and Procedures			36
2022 Executive Compensation Components			38
Director Compensation			51
Chief Executive Officer ("CEO") Pay Ratio			53
Pay Versus Performance			54
Other Information			57
Shareholders Proposals for 2024 Annual Meeting			57
Additional Information			57
Appendix A			58
Appendix B			66

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THE ANDERSONS, INC.

1947 Briarfield Boulevard

Maumee, Ohio 43537

PROXY STATEMENT

Annual Meeting of Shareholders

May 5, 2023

Introduction

The Board of Directors (the “Board”) of The Andersons, Inc. (the "Company") is soliciting your proxy to encourage your participation in the voting at the Annual Meeting and to obtain your support on each of the proposals described in this proxy statement. You are invited to attend the virtual Annual Meeting and vote your shares directly. However, even if you do not attend, you may vote by proxy, which allows you to direct another person to vote your shares at the meeting on your behalf. This proxy statement will be first mailed or otherwise delivered to shareholders on or about March 24, 2023. The mailing address of the Company’s principal executive offices is 1947 Briarfield Boulevard in Maumee, Ohio 43537.

This Proxy Solicitation

Included in this package are, among other things, the proxy card and this proxy statement. The proxy card and the identification number on it are the means by which you authorize another person to vote your shares in accordance with your instructions.

This proxy statement provides you with information about the proposals and about the Company that you may find useful in deciding how to vote with respect to each of the proposals. After this introduction, you will find the following sixteen sections:

•Voting

•Summary of Proposals

•Election of Directors

•Corporate Governance

•Executive Officers

•Approval of the 2004 Employee Share Purchase Plan, Restated and Amended January 2023

•Equity Plans

•Advisory Vote on Executive Compensation

•Advisory Vote on Frequency of Advisory Vote on Executive Compensation

•Appointment of Independent Registered Public Accounting Firm

•Share Ownership

•Executive Compensation

•Director Compensation

•CEO Pay Ratio

•Pay Versus Performance

•Other Information

The Annual Meeting: Quorum

The Annual Meeting will be held on Friday, May 5, 2023 at 8:00 A.M., Eastern Time, online at www.virtualshareholdermeeting.com/ANDE2023.

The Company’s Code of Regulations requires that a majority of our outstanding Common Shares be represented at the Annual Meeting, either in person or by proxy, in order to transact business.

Abstentions and broker non-votes will be treated as present for purposes of determining whether a majority of our Common Shares is represented at the meeting and will therefore affect whether a quorum has been achieved. A broker non-vote occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner.

There were no shareholder proposals submitted for the 2023 Annual Meeting.

The Andersons, Inc. | 2023 Proxy Statement | 1

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Common Shares Outstanding

The record date for determining holders of the Company’s Common Shares entitled to vote at the Annual Meeting is March 7, 2023. As of the record date, the Company had 33,774,857 Common Shares issued and outstanding.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 5, 2023

The proxy statement and Annual Report to Shareholders with Form 10-K is available at www.proxyvote.com.

The Andersons, Inc. | 2023 Proxy Statement | 2

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Voting

You are entitled to one vote at the Annual Meeting for each of the Company’s Common Shares that you owned as of the close of business on March 7, 2023 (the record date for the Annual Meeting). There is no right to cumulative voting as to any matter, including the election of directors.

How to Vote Your Shares

You may vote your shares by proxy or electronically at the Annual Meeting. Even if you plan to attend the virtual meeting, we urge you to complete and submit your proxy in advance to ensure your vote is represented. If your shares are recorded in your name, you may cast your vote in one of the following ways:

•Vote by telephone: If you received a proxy card, notice document, or email, you can vote by phone at any time by calling the toll-free number (for residents of the U.S.) listed on your proxy card, notice document or email that you received. To vote, enter the control number listed on your proxy card and follow the simple recorded instructions. If you vote by phone, you do not need to return your proxy card.

•Vote by mail: If you received a proxy card and choose to vote by mail, simply mark your proxy card, and then date, sign and return it in the postage-paid envelope provided.

•Vote via the Internet: You can vote by Internet at any time by visiting the website listed on your proxy card, notice document or email that you received. Follow the simple instructions and be prepared to enter the code listed on the proxy card, notice document or email that you received. If you vote via the Internet, you do not need to return your proxy card.

•Vote electronically at the virtual Annual Meeting.

Shareholders who hold their shares beneficially in street name through a nominee (such as a bank or a broker) may be able to vote by telephone or the Internet, as well as by mail. You should follow the instructions you receive from your nominee to vote these shares. Since a beneficial owner is not the shareholder of record, you may not vote these shares electronically at the meeting unless you obtain a “legal proxy” from your broker or nominee that holds your shares, giving you the right to vote the shares at the virtual meeting. Beneficial owners wishing to vote electronically at the virtual meeting should contact their broker or nominee for instructions.

When you vote by proxy, the shares you hold will be voted in accordance with your instructions. Your proxy vote will direct the designated persons (known as “proxies” or proxy holders) to vote your shares at the Annual Meeting in accordance with your instructions. The Board has designated Michael T. Hoelter and Steven D. McGrew to serve as the proxies for the Annual Meeting.

How to Revoke Your Proxy

You may revoke your proxy at any time before it is exercised by any of the following means:

•Notifying Christine M. Castellano, our Secretary, in writing delivered to our principal executive offices prior to the Annual Meeting;

•Submitting a later dated proxy card, telephone vote or Internet vote; or

•Attending the virtual Annual Meeting and voting electronically.

If your shares are held in street name, you must contact your broker or nominee to revoke your voting instructions.

The mailing address of the Company’s principal executive offices is 1947 Briarfield Boulevard in Maumee, Ohio 43537.

Your attendance at the virtual Annual Meeting will not, by itself, revoke a proxy.

How Your Shares Will be Voted

Your shares will be voted at the meeting as directed by the instructions on your proxy card if: (1) you are entitled to vote, (2) your proxy was properly executed, (3) we received your proxy prior to the Annual Meeting and (4) you did not validly revoke your proxy prior to the meeting and you do not vote your shares electronically at the meeting.

If you send a properly executed proxy without specific voting instructions, the designated proxies will vote your shares

•to elect the nominated directors,

•to approve the 2004 Employee Share Purchase Plan, Restated and Amended January 2023,

•to approve this year's advisory resolution on executive compensation,

•for an advisory vote on executive compensation every year, and

•to ratify the selection of the independent registered public accounting firm.

The Andersons, Inc. | 2023 Proxy Statement | 3

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Votes Required to Approve Each Item

The Company’s Code of Regulations states that the nominees for director receiving the greatest number of votes shall be elected. Therefore, abstentions and broker non-votes will not count as a vote for or against the election of directors and will not have an effect on the election of directors.

The approval of the 2004 Employee Share Purchase Plan, Restated and Amended 2023, the approval of the advisory vote on executive compensation and the ratification of the independent public accounting firm each require the affirmative vote of the majority of the votes cast. With respect to the vote on the frequency of the advisory vote on executive compensation, the option receiving the plurality of votes cast will be considered the recommendation of our shareholders. Abstentions and broker non-votes will not count as votes cast on these proposals and will not have an effect on the outcomes.

Householding

The Company has adopted a procedure approved by the Securities and Exchange Commission called “householding”. Under this procedure, multiple shareholders who share the same last name and address will receive only one copy of the annual proxy materials. If the household received a printed set of proxy materials by mail, each shareholder will receive his or her own proxy card or voting instruction card by mail. We have undertaken householding to reduce our printing costs and postage fees. Shareholders who receive household materials may elect to receive individual copies of the proxy materials at the same address (and shareholders receiving multiple copies of materials may elect to receive household materials) by contacting Investor Relations in writing at 1947 Briarfield Boulevard, Maumee, Ohio 43537, or via telephone at (419) 893-5050, and we will provide copies of the annual proxy materials according to your preference.

Where to Find Voting Results

We expect to announce the voting results at the Annual Meeting and will publish the voting results (and the Company’s decision with respect to the frequency of future advisory votes on executive compensation, which we expect will continue to be annually) in the Company’s Form 8-K to be filed with the Securities and Exchange Commission within four business days after the Annual Meeting.

The Andersons, Inc. | 2023 Proxy Statement | 4

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Summary of Proposals

The Governance / Nominating Committee and the Board, including the Board's independent directors, have nominated ten directors, each for a one-year term.

The Board has approved the 2004 Employee Share Purchase Plan, Restated and Amended 2023 and recommends that you vote to approve its adoption.

The Board is submitting to an advisory vote the compensation of the Company’s named executive officers ("NEOs"), as required by the rules and regulations of the Securities and Exchange Commission, and conducted in conformance with regulations promulgated by the Securities and Exchange Commission thereunder. While this vote is not binding, the Compensation and Leadership Development Committee and Board expect to take the results of this vote into consideration when making future compensation decisions.

The Board is also submitting to an advisory vote the frequency of future advisory votes on NEO compensation. The regulations allow for a one, two or three year frequency and require that the shareholders be provided the opportunity to vote their preference as to frequency in an advisory vote held at least every six years. The results of this advisory vote are not binding. The Board recommends that the advisory vote on named executive officer compensation continue to be conducted annually, and will take the results of this vote into consideration when recommending future advisory votes.

The Audit Committee has recommended, and the Board has approved, Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2023 and recommends that you vote to ratify their appointment.

At the date of this Pr

SEC Form DEF 14A filed by Andersons Inc.