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
 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.



FirstName LastNamePatrick E. Bowe                           Sincerely,
Comapany NameAndersons, Inc.
                                                            Division of 
Corporation Finance
January 2, 2024 Page 2                                      Disclosure Review 
Program
FirstName LastName