Green Plains Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$GPRE
Major Chemicals
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2025
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(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(402 ) 884-8700
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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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:
| 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)) | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 6, 2025, Alain Treuer and Ejnar Knudsen III did not stand for re-election at the 2025 annual meeting of shareholders, which effectively ended their terms as directors on our Board. The departures were not a result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Green Plains Inc. (the “Company”) held its 2025 annual meeting of shareholders on June 6, 2025. All matters voted on were approved. The numbers of shares cast for, against or withheld are as follows:
1.Proposal to elect eight directors, each to serve a one-year term that expires at the 2026 annual meeting.
| Nominee Name | For | Withheld | ||||||
| James D. Anderson | 40,057,381 | 1,366,004 | ||||||
| Farha Aslam | 40,328,348 | 1,095,036 | ||||||
| Steven J. Furcich | 40,327,058 | 1,096,326 | ||||||
| Carl J. Grassi | 40,349,156 | 1,074,229 | ||||||
| Brian Peterson | 40,055,394 | 1,367,991 | ||||||
| Martin Salinas Jr. | 39,084,399 | 2,338,986 | ||||||
| Patrick Sweeney | 40,075,109 | 1,348,276 | ||||||
| Kimberly Wagner | 35,240,056 | 6,183,328 | ||||||
There were 7,394,016 broker non-votes with respect to this matter.
2.Proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accountants for the year ending December 31, 2025.
| For | Against | Abstain | ||||||
| 48,315,319 | 380,094 | 121,987 | ||||||
3.Proposal to cast an advisory vote to approve the Company’s executive compensation.
| For | Against | Abstain | ||||||
| 36,314,605 | 4,966,445 | 142,334 | ||||||
There were 7,394,016 broker non-votes with respect to this matter.
No other matters were voted on at the annual meeting.
SIGNATURE
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.
| Green Plains Inc. | |||||||||||
| Date: June 6, 2025 | By: | /s/ Michelle Mapes | |||||||||
| Michelle Mapes | |||||||||||
Interim Principal Executive Officer, Chief Legal and Administration Officer and Corporate Secretary | |||||||||||