ELECTIONRECLASSIFICATION OF ONE SERIES A DIRECTOR TO SERVE UNTIL 2026THE COMPANY’S UNITS
One Series A DirectorOverview
Under our Current Operating Agreement, there is to be elected at the 2022 Annual Meeting to serve until the 2026 Annual Meetingonly a single series of Members or until his successor shall be elected and qualified.
The proxies named in the proxy card intend to vote FOR the election ofunits authorized, the Series A Director nominee named below who will serve until the 2026 Annual Meeting of Members or until his successor shall be elected and qualified, unless instructions otherwiseUnits, which are properly indicated by the Series A Member on the member’s proxy card. If the nominee shall become unavailable for any reason, the proxies named in the proxy card are expected to consult with our Board in voting the units represented by them at the 2022 Annual Meeting. Our Board has no reason to doubt the availability of the nominee and no reason to believe the nominee will be unable or unwilling to serve the entire term for which election is sought.
The name of the Series A Director nominee, along with certain information concerning such nominee is set forth below under the section entitled “Series A Director Nominee to Serve Until 2026.”
Series A Director Nominee to Serve Until 2026
Kevin J. Ross
The Series A Director nominee to be elected at the 2022 Annual Meeting to serve a four-year term is Kevin J. Ross, age 42. Mr. Ross is a Series A Director and has been a director since January 29, 2021. Mr. Ross is also currently a member of our Board’s Audit Committee, Corporate Governance/Compensation Committee and Nominating Committee.
Mr. Ross is an experienced owner-operator in the agriculture industry, managing his own row crop, hay, and cattle operation in Minden, Iowa for over two decades. Mr. Ross brings with him a wealth of experience, having served for 16-plus years as a founding board member and executive committee member of Western Iowa Energy, LLC, a biodiesel plant in Wall Lake, Iowa. He served as a board member of the National Corn Growers Association from 2013 until October 2021 and as its Chairman of the Board from October 2020 to October 2021. Mr. Ross also served as a board member of the Iowa Corn Growers Association from 2008 to 2015 and as its President from 2011 to 2012. Mr. Ross holds a Bachelor of Science degree in Agricultural Studies and a Master of Business Administration both received from Iowa State University.
Mr. Ross meets the “independent director” standards applicable to companies listed on the NASDAQ Capital Market (though our units are not listed on any exchange or quotation system). Mr. Ross does not serve as a director of any other company having a class of securities registered under Section 12 of the Exchange Act, or subject to Section 15(d) of the Exchange Act, nor does he serve as a director of an investment company registered under the Investment CompanySecurities Exchange Act of 1940,1934, as amended (the “Investment Company Act”). Mr. Ross’ address is 10868 189th Street, Council Bluffs, Iowa 51503.
Additional information regarding our Board and our Series A Directors is set forth below underamended. In order to effect the section entitled “BoardReclassification, the existing single series of Directors and Corporate Governance.”
Vote Required
Series A Members may not vote for more than the one Series A Director nominee above. Tounits will be elected a Series A Director, the nominee must receive the favorable votedivided into four separate series of the majority ofunits, which will be designated as Series A Units, entitledSeries B Units, Series C Units and Series D Units. The Reclassification will be implemented through a proposed group of interrelated amendments to the Company’s Current Operating Agreement that, if adopted, will: (a) result in the existing single series of units being divided into four separate series of units, which will be designated Series A Units, Series B Units, Series C Units and Series D Units, (b) establish the distinct rights and obligations of these four series of units and (c) provide how the existing units will be reclassified into the four series of units.
If the Reclassification Proposal and each of the Restated Operating Agreement Proposals are approved and adopted, and the Reclassification is implemented, units held by members holding 11 units or more units will continue to be classified as Series A Units, units held by members holding between 10 and 7 units will be reclassified as Series B Units, members holding exactly 6 units will be reclassified as Series C Units and units held by members holding 5 or fewer units will be reclassified as Series D Units.
We intend, immediately following the Reclassification, to terminate the registration of our units with the SEC and suspend further reporting under the Exchange Act.
Condition Precedent Proposals
This Reclassification Proposal (Proposal 1) is conditioned upon approval of each of the Restated Operating Agreement Proposals (Proposal 2, Proposal 3 and Proposal 4). Unless the members vote in favor of both this Reclassification Proposal and each of the Restated Operating Agreement Proposals, all such proposals will fail. Proposal 1 is not conditioned upon approval of the Adjournment Proposal (Proposal 5).
Vote Required for Approval
In accordance with Section 8.1 and Section 6.16 of our Current Operating Agreement, approval of the Reclassification Proposal requires the affirmative vote of a majority of the units represented, in person or by proxy, at the 2022 Annual Meeting. Becausea member meeting at which a quorum is present. Therefore, if a quorum is present, the affirmative vote of members owning a majority of the units represented at the Special Meeting (in person or by proxy) and entitled to vote on the matter and represented in person or by proxy iswill be required to approve the Reclassification Proposal 1, proxies marked to “withhold authority”(Proposal 1). If you mark contradictory choices on your proxy card (i.e. you vote both for and against Proposal 1), your vote will have the legal effect of a vote against this proposal.AGAINST Proposal 1.
Abstentions and broker non-votes will be included in the determination of whether a quorum is present; however, abstentions and broker non-votes will be counted as a vote AGAINST Proposal 1. If you fail to mark a vote on your proxy card, the proxies solicited by the Board will be voted FOR Proposal 1.
Our Board will have the discretion to determine if and when to implement the Reclassification, and reserves the right to abandon the Reclassification, even if approved by the members. For example, if the number of record holders of units changes such that the Reclassification would no longer accomplish our intended goal of discontinuing our reporting obligations owed to SEC, our Board may determine not to effect the Reclassification. Alternatively, our Board may determine to wait to implement the Reclassification, depending on the timing of approval by the members and the timing of its SEC filing obligations such that the Company is able to continue its SEC compliance obligations without interruption or delay.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT THE SERIES A MEMBERS VOTE “FOR”“FOR” THE ELECTIONAPPROVAL OF THE SERIES A DIRECTOR NOMINEE IDENTIFIED ABOVE AS A SERIES A DIRECTOR FOR A FOUR-YEAR TERM.
RECLASSIFICATION OF THE COMPANY’S UNITS.