gpre-20240328

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

☑

Filed by the Registrant

☐

Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under §240.14a-12

GREEN PLAINS 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 ALL BOXES THAT APPLY):
☑						No fee required
☐						Fee paid previously with preliminary materials
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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Letter from our Board of Directors


Dear Shareholders: It is my honor to pen this letter to you, as your new Chairman of the Board. I know I speak on behalf of all members of the Board of Directors when I thank past chairman Wayne Hoovestol for his years of commitment to Green Plains and its shareholders. I am eager to continue the legacy of strong leadership, working alongside dedicated Green Plains employees as they continue to drive toward success through an intensive company transformation into an ag-tech innovator creating sustainable ingredients that matter. In 2023, we forged new partnerships and enhanced existing ones, navigated challenging markets, and celebrated several successes. We made progress in several areas of environmental stewardship and responsible business, focusing on the planet and people, and continued to enhance transparency and disclosure in our 2023 Sustainability Report. As we move forward in 2024, Green Plains remains committed to its transformation into the biorefinery platform of the future, making more with less while helping to reduce the world’s carbon emissions. We cannot accomplish our goals without our employees, customers, shareholders, and communities. Thank you for your support. Sincerely, James D. Anderson The Board of Directors									“As we move forward in 2024, Green Plains remains committed to its transformation into the biorefinery platform of the future, making more with less while helping to reduce the world’s carbon emissions.”


2			GREEN PLAINS INC. 2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Notice of Annual Meeting of Shareholders

DATE AND TIME

10:00 a.m., Central Daylight Time, on Tuesday,
May 7, 2024

LOCATION

www.meetnow.global/MNVQDLQ

RECORD DATE

March 13, 2024

Items of Business

Proposals

Board Vote

Recommendation

For Further

Details

1.To elect six directors to serve one-year terms that expire at the 2025 annual meeting

Vote FOR all nominees

u Page 14

2.To ratify the selection of KPMG as the Company’s independent registered public accountants for the year ending December 31, 2024

Vote FOR

u Page 36

3.To cast an advisory vote to approve the Company’s executive compensation

Vote FOR

u Page 42

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

How To Vote

Whether or not you expect to attend the annual meeting online, we urge you to vote your shares via the following:

INTERNET

Go to: www.envisionreports.com/GPRE

PHONE

Call our toll-free telephone number 1-800-652-VOTE (8683) within the USA, US Territories and Canada

MAIL

Sign, date and mail the proxy card in the envelope provided.

The foregoing items are more fully described in the accompanying Proxy Statement. Each share of our Common Stock is entitled to one vote on all matters presented at the Annual Meeting. Dissenters’ rights are not applicable to these matters.

To provide a safe experience for our stockholders and employees, as well as to provide expanded access, improved communications and cost and time savings for our shareholders and the Company, we will once again conduct a virtual annual meeting. You will be able to attend and participate in the meeting by visiting www.meetnow.global/MNVQDLQ, where you will be able to listen to the meeting live, submit questions, and vote. To access the online meeting, you must have the information that is printed on the shaded bar area located on the reverse side of the Notice. A password is not required for this meeting.

By Order of the Board of Directors,

Michelle Mapes

Corporate Secretary

Omaha, Nebraska

March 28, 2024

Important Notice Regarding the Availability of Proxy Materials for Shareholder Meeting to be held on May 7, 2024.

Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. Instead of mailing paper copies of our proxy materials, we sent shareholders the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 7, 2024, with instructions for accessing the proxy materials and voting via the Internet (the “Notice”) and attending the Annual Meeting online. The Notice, which was mailed on or around March 28, 2024, also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose. The Notice, the Proxy Statement and our 2023 Annual Report may be accessed at www.edocumentview.com/GPRE.


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Table of Contents


1			Letter from our Board of Directors
2			Notice of Annual Meeting of Shareholders
4			Safe Harbor for Forward-Looking Statements
4			Web Links
5			Proxy Statement
5			Proxy Summary
14			Corporate Governance

14			PROPOSAL 1 Election of Directors


15			Director Nominee Biographical Information and Experience
22			Director Nomination Process
23			Leadership Structure
25			Committees of the Board
28			Board Oversight
32			Investor Engagement
33			Other Governance Principles
35			Compensation of Directors
36			Audit Matters

36			PROPOSAL 2 Ratification of Company’s Auditors


37			Independence of Auditors
37			Auditors’ Fees
38			Audit Committee Report
39			Executive Officers
42			Executive Compensation

42			PROPOSAL 3 Advisory Vote to Approve Executive Compensation


43			Compensation Discussion and Analysis


63			Compensation Committee Report
64			Compensation Tables
73			CEO Pay Ratio
74			Pay vs. Performance Comparison
77			Equity Compensation Plan Information

78			Security Ownership of Certain Beneficial Owners and Management
80			Transactions with Related Persons, Promoters and Certain Control Persons
81			Other Matters




						Sustainability Highlights

						13			Environmental Stewardship and Social R esponsibility Highlights

						24			Diversity and Refreshment

						31			Sustainability Oversight

						32			Investor Engagement

						33			Code of Ethics and Other Policies


4			GREEN PLAINS INC. 2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Safe Harbor for Forward-Looking Statements

Any statements in this Proxy Statement that are not historical, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements made in accordance with safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “outlook,” “plan,” “predict,” “may,” “could,” “should,” “will” and similar expressions, as well as statements regarding future operating or financial performance or guidance, business strategy, environment, key trends and benefits of actual or planned acquisitions. We believe our expectations regarding future events are based on reasonable assumptions; however, these assumptions may not be accurate or account for all risks and uncertainties. Consequently, forward-looking statements are not guaranteed. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 1A, Risk Factors, and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Certain statements contained in this Proxy Statement, particularly pertaining to our ongoing transformation into the biorefinery platform as well as sustainability performance, goals, and initiatives, are subject to additional risks and uncertainties, including regarding gathering and verification of information and related methodological considerations; our ability to implement various initiatives under expected timeframes, cost, and complexity; our dependency on third-parties to provide certain information and to comply with applicable laws and policies; and other unforeseen events or conditions. These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof. We will not undertake and specifically decline any obligation to update any forward-looking statements, except as required under applicable law.

Web Links

Web links throughout this document are provided for convenience only, and information on the company's website is not incorporated by reference into this Proxy Statement.


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Proxy Statement

This Proxy Statement is provided to the shareholders of Green Plains Inc. in connection with the solicitation of proxies by our Board of Directors (the “Board”) to be voted at an Annual Meeting of Shareholders to be held at 10:00 a.m., Central Daylight Time, online at www.meetnow.global/MNVQDLQ on Tuesday, May 7, 2024, and at any adjournment or postponement thereof (the “Annual Meeting”).

Proxy Summary

This summary highlights selected information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider in deciding how to vote. You should read the Proxy Statement carefully before voting.


						About Our Company Transformation. It’s what we do every day when we convert a kernel of corn into sustainable products to help meet the global demand for high-value feed ingredients and low-carbon fuel. We are amid a broader transformation extracting even more low-carbon ingredients from the same annually renewable crops. Our suite of proprietary technologies makes our broad transformation possible. We are leading the way in producing sustainable ingredients to meet the demands of a growing world. Our transformation includes deploying our patented, world-class mechanical and process technology at each of our locations to develop nutritious, valuable ingredients that make a positive global impact. We are focused on reducing our operating expenses, expanding our ability to isolate the highest-value proteins for use in feed ingredients in pet, aquaculture and other high-value markets to meet global demand, converting a portion of the starch into low-carbon intensity dextrose—all while capturing more renewable corn oil from each kernel to serve as a feedstock for the rapidly expanding renewable diesel and sustainable aviation fuel markets. We have committed our seven biorefineries in Nebraska, Iowa, and Minnesota to carbon capture and sequestration projects. These projects will lower greenhouse gas emissions through the capture of biogenic carbon dioxide at each of these biorefineries, significantly lowering their carbon intensity.

Company Highlights

The Company operates three business segments: (1) ethanol production, which includes the production of ethanol, distillers grains, Ultra-High Protein and renewable corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities, and (3) partnership, which includes fuel storage and transportation services.


6			GREEN PLAINS INC. 2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Transforming into the Biorefinery Platform of the Future

Green Plains is transforming from a traditional dry-mill ethanol producer into a sustainable biorefinery platform, innovating through ag-technology to produce higher-value products with stable cash flows, for tomorrow’s sustainable economy.

Investments in critical technology, infrastructure and strategic partnerships are driving progress to accelerate the transformation into the Biorefinery Platform of the Future.

GREEN PLAINS 1.0

TRANSFORMATION

GREEN PLAINS 2.0

Biorefinery Platform

Ethanol

DDGs

Corn Oil

Strategic Partnerships

MSCTM Technology

Creates Ultra-High Protein and enhances Corn Oil yields

Clean Sugar Technology™

Ultra-High Protein

DDGs

Ethanol

Carbon Capture

Renewable Corn Oil

Dextrose

Strategic Growth Areas

Verticals positioned to capitalize on rapidly growing demand.


			Sustainable Ultra-High Protein

SEC Form DEF 14A filed by Green Plains Inc.