The following table and notes set forth certain information with respect to the beneficial ownership of shares of our Common Stock based on Schedule 13G or Schedule 13D filings, as the case may be, as of March ~~15, 2018,~~13, 2024, by each person or group within the meaning of Rule13d-3 under the Exchange Act who is known to our management to be the beneficial owner of more than five percent of our outstanding Common Stock and is based upon information provided to us by those persons.

NAME AND ADDRESS OF
BENEFICIAL OWNER



AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP



PERCENT
OF CLASS (1)

Blackrock, Inc.(2)
55 East 52^nd Street
New York, NY 10055
   5,245,101    12.8%

Point72 Asset Management, L.P.(3)
72 Cummings Point Road
Stamford, CT 06902
   3,893,354    9.5%

Dimensional Fund Advisors LP(4)
6300 Bee Cave Road, Building One
Austin, TX 78746
   3,514,344    8.6%

Van Eck Associates Corporation(5)
666 Third Avenue, 9th Floor
New York, NY 10017
   3,468,102    8.5%

Daruma Capital Management, LLC(6)
626 King Avenue
Bronx, NY 10464
   3,452,925    8.4%

The Vanguard Group, Inc.(7)
100 Vanguard Boulevard
Malvern, PA 19355
   2,996,240    7.3%

DNB Asset Management AS(8)
Dronning Aufemias Gate 30, ByggM-12N
0191 Oslo, Norway
   2,156,899    5.3%

State Street Corporation(9)
One Lincoln Street
Boston, MA 02111
   2,100,972    5.1%

~~(1)~~

~~Percentage calculated based on 40,931,456 shares of Common Stock outstanding as of March 15, 2018.~~

~~(2)~~

~~BlackRock Inc. – filed on January 19, 2018; shares are beneficially owned with sole voting power over 5,159,867 of the shares and the power to dispose of all of the shares.~~

~~(3)~~

~~Point72 Asset Management, L.P. – filed on February 14, 2018; shares are beneficially owned with shared voting power over all of the shares and shared dispositive power over all of the shares.~~

~~(4)~~

~~Dimensional Fund Advisors LP (DFA) – filed on February 9, 2018; in its role as investment advisor,sub-advisor~~ and/or manager, DFA may be deemed to be beneficial owner of these shares, but it disclaims beneficial ownership of these shares; in this role, shares are beneficially owned with sole voting power over 3,382,291 of the shares and the power to dispose of all of the shares.

~~(5)~~

~~Van Eck Associates Corporation – filed on February 9, 2018; shares are beneficially owned with sole voting and dispositive power over all of the shares.~~

~~(6)~~

~~Daruma Capital Management, LLC – filed on February 14, 2018; shares are beneficially owned with shared voting power over 1,628,427 of the shares and shared dispositive power over all of the shares.~~

~~(7)~~

The Vanguard Group, Inc.—filed on February 9, 2018; shares are beneficially owned with sole voting power over 44,301 of the shares, shared voting power over 3,740 of the shares, sole dispositive power over 2,952,259 of the shares and shared dispositive power over 43,981 of the shares.

~~(8)~~

~~DNB Asset Management AS – filed on February 8, 2018; shares are beneficially owned with sole voting power over all of the shares and sole dispositive power over all of the shares.~~

~~(9)~~

~~State Street Corporation – filed on February 14, 2018; shares are beneficially owned with shared voting power over all of the shares and shared dispositive power over all~~


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (1)
BlackRock, Inc. (2) 55 East 52nd Street New York, NY 10055	12,123,021	18.1	%
Grantham, Mayo, Van Otterloo & Co. LLC (3) 53 State Street, Suite 3300 Boston, MA 02109	4,752,924	7.1	%
State Street Corporation (4) 1 Lincoln Street Boston, MA 02111	4,288,262	6.4	%
The Vanguard Group, Inc. (5) 100 Vanguard Boulevard Malvern, PA 19355	4,213,549	6.3	%
Ancora Holdings Group, LLC (6) 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 44124	4,151,058	6.2	%

(1)Percentage calculated based on 67,113,874 shares, which includes 64,644,430 shares of Common Stock outstanding and 2,469,444 warrants exercisable as of March 13, 2024.

(2)BlackRock, Inc. – filed on January 22, 2024; with respect to itself and certain subsidiaries, shares are beneficially owned with sole voting power over 12,052,974 of the shares and with sole dispositive power over 12,123,021 of the shares.

(3)Grantham, Mayo, Van Otterloo & Co. LLC – filed on February 13, 2024; shares are beneficially owned with sole voting power over 4,752,924 of the shares and sole dispositive power over 4,752,924 of the shares.

(4)State Street Corporation – filed on January 25, 2024; shares are beneficially owned with shared voting power over 4,123,910 of the shares and shared dispositive power over 4,288,262 of the shares.

(5)The Vanguard Group, Inc. – filed on February 13, 2024; shares are beneficially owned with shared voting power over 51,728 of the shares, sole dispositive power over 4,109,643 of the shares and shared dispositive power over 103,906 of the shares.

(6)Ancora Holdings Group, LLC – filed on February 7, 2024; shares are beneficially owned with shared voting power over 4,151,058 of the shares owned and shared dispositive power over 4,151,058 of the shares owned. Consists of (i) 33,104 shares owned directly by Ancora Merlin, LP; (ii) 349,693 shares beneficially owned directly by Ancora Merlin Institutional, LP; (iii) 33,595 shares beneficially owned directly by Ancora Catalyst, LP; (iv) 345,833 shares beneficially owned directly by Ancora Catalyst Institutional, LP; (v) 115,975 shares beneficially owned directly by Ancora Bellator Fund, LP; (vi) 458,279 shares beneficially owned directly by Ancora Impact Fund LP - Series Q; (vii) 1,191,740 shares beneficially owned directly by Ancora Impact Fund LP Series S; (viii) 1,021,660 shares beneficially owned directly by Ancora Impact Fund SPC Ltd Segregated Portfolio H; (ix) 601,179 shares held in certain separately managed accounts advised by Ancora Alternatives LLC; (x) Mr. Frederick DiSanta as the Chairman and Chief Executive Officer of Ancora Holdings Group, LLC may be deemed to beneficially own all 4,151,058 shares. Each person has shared voting power and shared dispositive power with respect to his or its respective reported shares. Each of the persons disclaims beneficial ownership of the securities that he or it does not directly own.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			79

Security Ownership of Management

The following table and notes set forth certain information with respect to the beneficial ownership of shares of our Common Stock, as of March ~~15, 2018,~~13, 2024, by each director, each nominee for director, each named executive officer and by all directors and executive officers as a group:

NAME AND ADDRESS OF BENEFICIAL
OWNER (1) SHARES
BENEFICIALLY
OWNED (2) PERCENTAGE
OF TOTAL (3) GPP UNITS
BENEFICIALLY
OWNED (4) PERCENTAGE
OF TOTAL (4)

   Todd Becker (5)
755,223   1.8 62,556 *
   Alain Treuer
320,708   *
   Wayne Hoovestol (6)
293,030   *
   Jeff Briggs (7)
183,543   *    4,000 *
   Steve Bleyl
86,837   *    5,000 *
   Brian Peterson (8)
83,645   *
   Jim Anderson
73,195   *
   John Neppl (9)
65,447   *
   Gordon Glade (10)
63,183   *
   Jerry Peters
58,768   *    17,993 *
   Ejnar Knudsen
29,043   *
   James Crowley
23,209   *
   Gene Edwards
19,402   *
   Thomas Manuel
16,558   *
   Kenneth Simril
16,983   *
   Executive Officers and Directors
as a Group (22 persons) (4) (11)

2,442,923

5.9

175,216

1.1


Name and Address of Beneficial Owner (1)	Shares Beneficially Owned (2)	Percentage of Total (3)
Todd A. Becker	794,423	1.2
G. Patrich Simpkins Jr.	224,433	*
James D. Anderson	118,906	*
Leslie van der Meulen	51,812	*
Brian Peterson (4)	49,857	*
Michelle Mapes	48,908	*
Ejnar A. Knudsen III	40,913	*
Alain Treuer	39,971	*
Grant D. Kadavy	32,690	*
James E. Stark	32,370	*
Chris G. Osowski	27,030	*
James F. Herbert II	23,855	*
Martin Salinas Jr.	23,535	*
Kimberly Wagner	15,642	*
Farha Aslam	8,708	*
Executive Officers and Directors as a Group (15 persons)	1,533,053	2.3

~~Less than 1%.~~

~~(1)~~

~~Except where otherwise indicated, the address of the beneficial owner is deemed to be the same address as the company.~~

~~(2)~~

* Less than 1%.

(1)Except where otherwise indicated, the address of the beneficial owner is deemed to be the same address as the company.

(2)Beneficial ownership is determined in accordance with SEC rules and generally includes holding voting and investment power with respect to the securities. Shares of Common Stock subject to options currently exercisable, or exercisable within 60 days, are deemed outstanding for computing the percentage of the total number of shares beneficially owned ~~by the designated person, but are not deemed outstanding for computing the percentage for any other person.~~

~~(3)~~

~~Percentage calculated based on 40,931,456 shares of Common Stock outstanding as of March 15, 2018.~~

~~(4)~~

Includes common units of GPP held directly by executive officers as of March 15, 2018, with percentage calculated based on 15,922,207 common units outstanding. Directors of the company, except for Mr. Becker, are not directors of GPP. Accordingly, holdings of GPP units by our outside directors, if any, are not reported in this table.

~~(5)~~

~~Includes options exercisable within 60 days of March 15, 2018, for 100,000 shares.~~

~~(6)~~

~~Includes 17,000 shares owned by Mr. Hoovestol’s wife.~~

~~(7)~~

~~Includes options exercisable within 60 days of March 15, 2018, for 18,750 shares.~~

~~(8)~~

~~Includes options exercisable within 60 days of March 15, 2018, for 10,000 shares. Also includes 15,000 shares that Mr. Peterson owns jointly with his child.~~

~~(9)~~

~~Includes 26,973 shares held in trust.~~

~~(10)~~

~~Includes 11,988 shares owned by entities in which Mr. Glade has ownership.~~

~~(11)~~

~~Includes options exercisable within 60 days of March 15, 2017, totaling 128,750 shares for executive officers and directors as a group.~~

~~INDEPENDENT PUBLIC ACCOUNTANTS~~

For the years ended December 31, 2017 and 2016, KPMG LLP was our independent auditor. The following table sets forth aggregate fees billed to us, including fees related to services rendered for GPP, for professional services rendered by KPMG for the years ended December 31, 2017 and 2016.

   2017      2016
Audit Fees
   $ 2,474,221      $ 2,323,506
Audit-Related Fees
   -      -
Tax Fees
   552,223      44,113
All Other Fees
   -      -
Total
   $ 3,026,444      $ 2,367,619

~~Audit Fees.~~ Audit fees were for professional services rendered for the annual audit of our consolidated financial statements, quarterly reviews of our consolidated financial statements, reviews of our other filings with the SEC, and other fees that are normally provided by the ~~independent auditor in connection with statutory and regulatory filings or engagements.~~

~~Audit-Related Fees.~~ Audit-related fees are for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our consolidated financial statements, other than those previously reported under audit fees. There were no audit-related fees billed by KPMG in 2017 or 2016.

~~Tax Fees.~~ ~~Tax fees are for professional services, approved by the Audit Committee in advance, rendered for tax compliance, tax advice and tax planning.~~

~~All Other Fees.~~ ~~All other fees include other products and services that~~designated person but are not ~~otherwise disclosed. There were no~~deemed outstanding for computing the percentage for any other ~~fees billed by KPMG in 2017 or 2016.~~

~~Pre-Approval~~person.

(3)Percentage calculated based on 67,113,874 shares, which includes 64,644,430 shares of ~~Audit~~Common Stock outstanding and~~Non-Audit~~ ~~Services~~

~~We have adopted policies and procedures forpre-approval~~ 2,469,444 warrants exercisable as of ~~all audit andnon-audit~~ ~~services to be provided by our independent auditor. It is our policy~~March 13, 2024.

(4)Includes 15,000 shares that ~~the Audit Committeepre-approve~~ ~~all audit, tax and othernon-audit~~ ~~services. A proposal for audit ornon-audit~~ ~~services must include a description and purpose~~Mr. Peterson owns jointly with his child.

Delinquent Section 16(a) Reports

Section 16(a) of ~~the services, estimated fees and other terms of the services. To the extent a proposal relates tonon-audit~~ ~~services, a determination that such services qualify as permittednon-audit~~ ~~services and an explanation as to why the provision of such services would not impair the independence of the independent auditor are also required.~~

All of the services provided by KPMG during 2017 and 2016 were approved in advance by our Audit Committee. The Audit Committee has considered whether the provision of the services performed by our principal accountant is compatible with maintaining the principal accountant’s independence.

~~Availability of Accountants~~

Representatives from KPMG are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. Such representatives are also expected to be available to respond to appropriate questions.

~~PROPOSAL 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION~~

~~Introduction~~

~~The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on an advisory(non-binding)~~ ~~basis, the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of RegulationS-K~~ ~~under the Securities Act and~~ the Exchange Act, ~~including~~as amended, requires our directors and certain officers, and persons who beneficially own more than 10% of the ~~Compensation Discussion~~Company’s ordinary shares, to file reports of ownership and Analysis, the Summary Compensation Table and related tables and disclosure, commonly known as a “say on pay” proposal. At our 2017 annual meeting, our stockholders supported an annual frequency for this advisory vote. As such, the Board has determined that our company will hold this advisory vote on the compensationreports of ~~our named executive officers each year.~~

~~As described~~changes in detail under the heading “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program is designed to reward the achievement of specific annual, long-term and strategic goals and to align executives’ interests with those of our stockholders by rewarding performance above established goalsownership with the ~~ultimate objective~~SEC. To our knowledge, based solely on our review of ~~improving stockholder value. Stockholders are encouraged~~the copies of Section 16(a) reports and amendments thereto furnished to ~~read the Compensation Discussion~~us during and ~~Analysis section of this Proxy Statement, beginning on page 16, for a more detailed discussion of our executive compensation program, including information about~~with respect to fiscal year ~~2017 compensation of our NEOs.~~

~~We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This say~~2023 and on ~~pay proposal gives our stockholders the opportunity to express their views~~written representations from certain reporting persons, all reportable transactions during fiscal year 2023 were reported on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers. Accordingly, we will ask our stockholders to vote “FOR” adoption of the following resolution at the Annual Meeting.

~~Required Vote~~

~~Approval of the above resolution requires the affirmative vote of~~ a ~~majority of the outstanding shares of the Common Stock of the company present in person or represented by proxy~~timely basis.


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

Transactions with Related Persons, Promoters and entitled to vote on the matter (assuming a quorum is present). Abstentions will have the same effect as a vote against the proposal. Brokers will not have discretionary authority to vote on this proposal, and therefore such broker~~“non-votes”~~ ~~will have no effect on the outcome.~~

The say on pay vote is advisory and therefore not binding on our company, the Compensation Committee or the Board. However, the Compensation Committee and the Board value the opinions of our stockholders and will carefully consider the outcome of the vote and take into consideration any concerns raised by stockholders when determining future compensation arrangements.

~~Recommendation of the Board~~

~~The Board recommends that stockholders vote “FOR” our executive compensation plan set forth in Proposal 2.~~

Certain Control Persons

~~TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS~~

Our Related Party Policy addresses our ~~company’s~~Company’s procedures with respect to the review and approval of “related party transactions” that are required to be disclosed pursuant to SEC regulations. The Related Party Policy provides that any transaction or activity, in which ~~GPI~~the Company is involved, with a “related party” (which is defined as an employee’s child, stepchild, parent, stepparent, spouse, sibling,mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law, orsister-in-law, or any person (other than a tenant or employee) sharing the household of an employee of ours, or any entity that is either wholly or substantially owned or controlled by an employee of ours or any of the foregoing persons and any trust of which an employee of ours is a trustee or beneficiary) shall be subject to review by our ~~general counsel~~Audit Committee as well as our Chief Legal and Administration Officer so that appropriate measures can be put into place to avoid either an actual conflict of interest or the appearance of a conflict of interest. Any waivers of this conflict of interest policy must be in writing and bepre-approved by our ~~general counsel.~~

Audit Committee.

In determining whether a related party transaction will be approved or ratified, the Audit Committee may consider factors such as (a) the extent of the related party’s interest in the transaction; (b) the availability of other sources of comparable products or services; (c) whether the terms are competitive with terms generally available in similar transactions with persons that are not related parties; (d) the benefit to us; and (e) the aggregate value of the transaction.

~~Related Party Transactions~~

~~Commercial Contracts~~

~~Three subsidiaries~~

There were no related party transactions in 2023.


			81

Other Matters

Additional Meeting Information

2024 Annual Meeting of Shareholders

Time and Date: 10:00 a.m., Central Daylight Time, Tuesday, May 7, 2024
Place (Online Meeting):www.meetnow.global/MNVQDLQ
Record Date: March 13, 2024

Voting Information

Who is Eligible to Vote

You are entitled to vote at the 2024 Annual Meeting of Shareholders if you were a shareholder of record as of the Record Date, which has been fixed as of close of business on March 13, 2024. On the Record Date, there were 64,644,430 shares of our Company’s Common Stock outstanding and eligible to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on each matter properly brought before the Annual Meeting.

The presence, in person (online) or by properly executed proxy, at the Annual Meeting of the holders of a majority of the outstanding shares of Common Stock entitled to vote shall constitute a quorum. Proxies that are marked to “withhold authority” with respect to the election of directors and proxies that are marked "abstain" or for which no instructions are given will be counted for purposes of determining the presence of a quorum.

Electronic Access to Proxy Materials

Pursuant to rules adopted by the SEC, we are making this Proxy Statement and our 2023 Annual Report available to shareholders electronically via the Internet. On or around March 28, 2024, we mailed the Notice, which provides information regarding the availability of proxy materials for the Annual Meeting, to our shareholders of record.

Shareholders will be able to access this Proxy Statement and our 2023 Annual Report on the website referred to in the Notice or request printed copies of the proxy materials. Instructions on how to access the proxy materials on the Internet or to request a printed copy may be found in the Notice. The website on which you will be able to view our proxy materials also allows you to choose to receive future proxy materials electronically by email, which would save us the cost of printing and mailing documents to you. If you choose to receive future proxy statements by email, you will receive an email next year with instructions containing a link to the proxy voting site. Your election to receive proxy materials by email remains in effect until you terminate it.



HOW YOU CAN ACCESS THE PROXY MATERIALS ONLINE Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 7, 2024. The Notice, the Proxy and our 2023 Annual Report may be accessed at www.edocumentview.com/GPRE.


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

Meeting Agenda and Voting Recommendations


Proposals		Board Vote Recommendation	For Further Details
1.	The election of six directors to serve a one-year term that expire at the 2025 annual meeting (“Proposal 1”)	Vote FOR	uPage 14
2.	The ratification of the selection of the company’s independent registered public accountants for 2024 (“Proposal 2”)	Vote FOR	uPage 36
3.	The cast of an advisory vote to approve executive compensation (“Proposal 3”)	Vote FOR	uPage 42

Proxy Voting and Revocability of Proxies

Common Stock, represented by the proxies received pursuant to this solicitation and not timely revoked, will be voted at the Annual Meeting in accordance with the instructions indicated in properly submitted proxies. If no instructions are given, such shares will be voted as recommended by the Board. If any other matters are properly presented to the Annual Meeting for action, the person(s) named in the enclosed form(s) of proxy and acting thereunder will have discretion to vote on such matters in accordance with their best judgment. Broker non-votes and abstentions are not treated as votes cast for any of the matters to be voted on at the meeting.

A holder of Common Stock who has submitted a proxy may revoke it prior to its exercise by providing written notice of revocation or a later-dated proxy to the Corporate Secretary of the company ~~have executed separate financing agreements for equipment with Amur Equipment Finance. Gordon Glade, a member~~at any time before the closing of the ~~company’s Board~~polls at the meeting, or by voting online at the meeting. Any written notice revoking a proxy should be sent to: Green Plains Inc., Attention: Michelle S. Mapes, Corporate Secretary, 1811 Aksarben Drive, Omaha, Nebraska 68106. Attendance and voting online at the Annual Meeting does not itself revoke a proxy; however, any shareholder who attends the Annual Meeting online may revoke a previously submitted proxy by voting online.

Computershare Trust Company, N.A. is the transfer agent and registrar for our Common Stock. If your shares are registered directly in your name with our transfer agent, with respect to those shares, you are considered the shareholder of ~~Directors, is~~record, or a registered shareholder, and these materials were sent to you directly by us. If you are a shareholder of ~~Amur Equipment Finance.~~record, you may vote by attending the Annual Meeting and voting online.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and that organization should have forwarded these materials to you. As the beneficial owner, you have the right to direct your broker, bank or nominee holding your shares how to vote and are also invited to attend the Annual Meeting. Please refer to the information forwarded by your broker or bank for instructions on how to direct their vote. However, since you are not a shareholder of record, you may not vote these shares at the online Annual Meeting unless you provide a legal proxy from the shareholder of record.

If you are a registered shareholder, there are three ways to vote:

—Going to the Internet website indicated on the Proxy Card or voting instruction card and following the instructions provided (you will need the control number that is included in the Notice);

—Calling the toll-free telephone number indicated on the Proxy Card or voting instruction card (you will need the control number that is included in the Notice); or

—Signing, dating and returning the Proxy Card if you request to receive your proxy materials by mail.

Your shares will be voted as you indicate. If you do not indicate your voting preferences, the appointed proxies will vote your shares “For” all nominees in Proposal 1 and “For” Proposals 2 and 3.


OTHER MATTERS			83

Broker Non-Votes

Broker non-votes occur when nominees, such as brokers and banks holding shares on behalf of the beneficial owners, are prohibited from exercising discretionary voting authority for beneficial owners who have not provided voting instructions at least ten days before the Annual Meeting date. If no instructions are given within that time frame, the nominees may vote those shares on matters deemed “routine” by the New York Stock Exchange. On non-routine matters, nominees cannot vote without instructions from the beneficial owner, resulting in so-called “broker non-votes.” Broker non-votes are not counted for the purposes of determining the number of shares present in person (online) or represented by proxy on any voting matter. All proposals are considered non-routine, except for Proposal 2.

Expenses and Methods of Solicitation

We will bear the expense of soliciting proxies. In ~~March 2014, a subsidiary~~addition to the use of the mail and internet, proxies may be solicited personally, or by telephone or other means of communications, by directors, officers and employees of the company ~~entered into $1.4 million of new equipment financing agreements with Amur Equipment Finance. Balances of $0.6 million~~ and ~~$0.8 million~~its subsidiaries who will not receive additional compensation therefor. We will reimburse banks, brokerage firms and nominees for reasonable expenses incurred related to ~~these financing arrangements were included in debt~~forwarding proxy solicitation materials to beneficial owners of shares held by such banks, brokerage firms and nominees.

Vote Required

The affirmative vote of a plurality of all votes cast at ~~December 31, 2017 and 2016, respectively. Payments, including principal and interest, totaled $0.3 million for each~~the Annual Meeting by the holders of the ~~years ended December 31, 2017, 2016 and 2015.~~Common Stock, assuming a quorum is present, is required to elect each director. The ~~weighted average interest rate~~six persons receiving the greatest number of votes at the Annual Meeting shall be elected as directors. Since only affirmative votes count for this purpose, broker non-votes or votes withheld will not affect the ~~financing agreements with Amur Equipment Finance was 6.8%.~~

~~Aircraft Leases~~

~~Effective January 1, 2015, the company entered into two agreements with an entity controlled by Wayne Hoovestol for the lease of two aircrafts. Mr. Hoovestol is Chairman~~outcome of the ~~company’s Board~~voting on Proposal 1. Abstentions do not count as votes cast "for" or "against" Proposal 2 and 3. If you do not provide voting instructions to your brokerage firm or similar person holding your shares, they will be permitted to vote your shares on Proposal 2 at their discretion. Broker non-votes, if any, do not count as votes cast "for" or "against" Proposal 3.

List of ~~Directors.~~ Shareholders Entitled to Vote at the Annual Meeting

The ~~company agreed~~names of shareholders of record entitled to ~~pay $9,766 per month~~vote at the Annual Meeting will be available for examination by any shareholder for a purpose germane to the ~~combined use of~~meeting at the Annual Meeting via the live webcast platform and on and after April 1, 2024 up to ~~125~~the meeting between the hours ~~per year~~of 9:00 a.m. and 4:30 p.m. Central Daylight Time at our principal executive offices at 1811 Aksarben Drive, Omaha, NE 68106, and may be viewed by contacting our corporate secretary.

Results of the ~~aircrafts. Flight time~~Meeting

Preliminary voting results will be announced at the Annual Meeting. Voting results will be published in ~~excess of 125 hours per year~~a Current Report on Form 8-K that we will incur additional hourly charges. During the years ended December 31, 2017, 2016 and 2015, payments related to these leases totaled $182 thousand, $190 thousand and $270 thousand, respectively. The company had $2 thousand in outstanding payables related to these agreements at December 31, 2017, and no outstanding payable related to these agreements at December 31, 2016.

~~Other Transactions~~

Pursuant to an operational services and secondment agreement, we are reimbursed by GPP for certain compensation of our employees, including executive officers, who serve in management, maintenance and operational functions in support of its operations. GPP also has various~~fee-based~~ commercial agreements with our subsidiary, Green Plains Trade Group LLC, including a storage and throughput agreement, a rail transportation services agreement, a trucking transportation agreement and various terminal services agreements for our fuel terminal facilities. See the Related Party Transaction footnote in our~~10-K~~ ~~for a full description of all the related party transactions.~~

~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

~~Section 16(a) of the Exchange Act requires our directors and executive officers and any persons who own more than ten percent of our Common Stock to~~ file with the SEC ~~various reports as to ownership of~~within four business days after the ~~Common Stock. These persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely~~Annual Meeting.

Annual Report on our review of the copies of the reports furnished to us, the aforesaid Section 16(a) filing requirements were met on a timely basis during fiscal 2017, except for a late filing for James Crowley on May 30, 2017 pertaining to the disposal of shares on May 25, 2017.

Form 10-K

~~REPORT OF THE AUDIT COMMITTEE~~

The company has an Audit Committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Board of Directors has designated Mr. James Crowley as its Audit Committee financial expert as defined in Rule 407(d)(5) of Regulation~~S-K.~~ ~~Mr. Crowley also serves as the Audit Committee Chairman.~~

Management is responsible for the company’s internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of the company’s internal control over financial reporting and an independent audit of the company’s financial statements in accordance with generally accepted auditing standards and to issue reports thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

The Audit Committee has reviewed and discussed with management the company’s audited consolidated financial statements for the year ended December 31, 2017, which has primary responsibility for the financial statements. KPMG, the company’s independent auditor for the year ended December 31, 2017, is responsible for expressing an opinion as to whether the company’s audited consolidated financial statements are presented fairly in all material respects in conformity with generally accepted accounting principles. The Audit Committee met with KPMG and Company management to discuss the company’s financial reports. The Audit Committee discussed with KPMG the matters required to be discussed by Statement of Auditing Standard No. 61 (Communication with Audit Committees), as may be modified or supplemented. Additionally, the Audit Committee received the written disclosures and the letter from KPMG required to be delivered to them under the applicable requirements of the Public Company Oversight Board regarding communications concerning independence, and the Audit Committee considered whether KPMG maintained its independence during the year ended December 31, 2017. Based on these discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the company’s report on Form~~10-K~~ ~~for the year ended on December 31, 2017.~~

~~Respectfully submitted,~~

~~James Crowley, Chairman~~

~~Jim Anderson~~

~~Gene Edwards~~

~~Gordon Glade~~

~~Ejnar Knudsen~~

~~OTHER MATTERS~~

~~Annual Report~~

This Proxy Statement and our Annual Report, which includes financial and other information about our activities but is not to be deemed a part of the proxy soliciting material, are available aton our website at~~www.~~.~~gpreinc.com~~www.gpreinc.com. Additionally, you may access our Proxy Statement at~~www.~~.~~edocumentview.com/~~www.envisionreports.com/GPRE. Our annual reports on Form10-K, quarterly reports on Form10-Q, current reports on Form8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge on our website at~~www.~~.~~gpreinc.com~~www.gpreinc.com as soon as reasonably practicable after we file or furnish such information electronically with the SEC. A copy of ~~the~~our annual report on Form10-K for the year-ended December 31, 2023, and the exhibits filed with our annual report on Form10-K will be mailed to shareholders without charge upon written request to Green Plains Inc., Attention: Michelle S. Mapes, Corporate Secretary, 1811 Aksarben Drive, Omaha, Nebraska 68106. ~~Such requests must include a good faith representation that the requesting party was either a holder of record or beneficial owner of our Common Stock on March 15, 2018.~~ The information found on our website is not part of this or any other report we file or furnish to the SEC.

84
GREEN PLAINS INC.
2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Shareholder Proposals

~~Pursuant to Rule14a-4(c)~~ under the Exchange Act, if we do not receive advance notice of a shareholder proposal to be raised at our next Annual Meeting of shareholders in accordance with the requirements of our bylaws, the proxies solicited by us may confer discretionary voting authority to vote proxies on the shareholder proposal without any discussion of the matter in the Proxy Statement.

Our bylaws provide that timely written notice of a shareholder proposal or director nomination must be delivered to, or mailed and received by, the Corporate Secretary of the company at the principal executive offices of the company not less than 90 nor more than 120 days prior to theone-year anniversary of the prior year’s annual meeting (which for a May ~~9, 2018~~7, 2024 meeting date is on or before February ~~8, 2019~~6, 2025 and on or after January ~~9, 2019)~~7, 2025). ~~Only~~Except as otherwise stated in this Proxy Statement, only proposals properly delivered in this time frame may be brought before the meeting. As to each matter a shareholder proposes to bring before the ~~2019~~2025 annual meeting of shareholders, the shareholder’s notice must set forth: (i) the name and address of such shareholder, as they appear on our books, and of such beneficial owner; (ii) the class and number of shares of our Common Stock which are held of record or are beneficially owned, directly or indirectly, by the shareholder and any derivative instrument and by any other shareholders known by such shareholder to be supporting such proposal; (iii) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such shareholder, beneficial owner or nominee with respect to any of our securities, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such shareholder, any beneficial owner or nominee with respect to any of our securities; (iv) any proxy, contract, arrangement, understanding or relationship pursuant to which the shareholder, beneficial owner or nominee has a right to vote any shares of any of our securities; (v) any rights to dividends on the shares of us beneficially owned by the shareholder or beneficial owner that are separated or separable from the underlying shares of the company; (vi) any performance-related fees (other than asset-based fees) that the shareholder, a beneficial owner or the nominee is entitled to based on any increase or decrease in the value of our shares or derivative instruments, if any, as of the date of such ~~notice;~~notice, including without limitation, any such interests held by members of the shareholder's or beneficial owner's immediate family sharing in the same household; (vii) any material interest of the shareholder or beneficial owner in such business; and (viii) a statement whether such shareholder or any beneficial owner will deliver a Proxy Statement and form of proxy to holders of at least the percentage of our voting shares required under applicable law to carry the proposal or nomination. In addition, to be in proper written form, a shareholder’s notice to the Corporate Secretary of the company must be supplemented not later than 10 days following the record date for notice of the meeting to disclose the information contained in clauses (ii) through (vi) above as of the record date for notice of the meeting. Our bylaws also provide that the Chairman of an ~~Annual Meeting~~annual meeting shall, if the facts warrant, determine and declare at any meeting of the shareholders that business was not properly brought before the meeting and, if he should so determine, declare that such business shall not be transacted.

In addition the foregoing, a shareholder who wishes to nominate a director for election or ~~reelection,~~re-election, must also include the following in its notice to us as to each person whom the shareholder proposes to nominate for election or ~~reelection~~re-election as a director: (i) all information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to be named in the Proxy Statement as a nominee and to serving as a director if elected); (ii) a description of all arrangements or understandings during the past three years between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the ~~shareholder;~~shareholder and any other material relationships between the shareholder and each nominee and his/her respective affiliates and associates, or others acting in concert therewith; (iii) a written statement executed by the nominee acknowledging that as a director, the nominee will owe a fiduciary duty under Iowa law with respect to us and our shareholders; (iv) a fully completed Director’s Questionnaire on the form supplied by us upon written request from the shareholder, executed by the nominee; (v) a written statement executed by the nominee acknowledging in such person's individual capacity and ~~(v)~~on behalf of any person or entity on whose behalf the nomination is being made, such person's intention to serve a full-term if elected as a director; and (vi) a written representation and agreement (in the form provided by the ~~secretary~~Corporate Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of ours, will act or vote on any issue or question ~~or voting commitment,~~("Voting commitment"), that has not been disclosed to us or (2) any ~~voting commitment~~Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of ours, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or reimbursement or indemnification in connection with service or action


OTHER MATTERS			85

as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of ours, and will comply with all applicable publicly disclosed corporate guidance, conflict orof interest, confidentiality and stock ownership and trading policies and guidelines of Green Plains.

Our Bylaws also permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of our common stock continuously for a period of at least three years, to nominate for election to our Board and have such director nominations included in our proxy materials, a number of director candidates equal to the greater of (i) two individuals or (ii) 20% of our Board, provided that the shareholder(s) and the nominee(s) satisfy certain requirements specified in the Bylaws. Under these procedures, notice must be received by our corporate secretary at our principal executive offices not less than 120 calendar days, and not more than 150 calendar days, before the first anniversary of the date that our Proxy Statement was released to shareholders in connection with our 2024 annual meeting of shareholders (i.e., notice must be received no earlier than October 29, 2024 and no later than November 28, 2024). In accordance with our Bylaws, the shareholder notice must contain certain information about the candidate the shareholder(s) desires to nominate for election as a director, the shareholder(s) giving the notice and the beneficial owner(s), if any, on whose behalf the nomination is made.

Any shareholder who desires to have a proposal included in the proxy soliciting material relating to our ~~2019 Annual Meeting~~2025 annual meeting of shareholders must comply with Rule14a-8 under the Exchange Act and must send a signed proposal to the Corporate Secretary at 1811 Aksarben Drive, Omaha, Nebraska 68106. This proposal must be received no later than November ~~29, 2018,~~28, 2024, to be considered for inclusion in the Proxy Statement for the ~~2019~~2025 annual meeting of shareholders.

To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees for the 2025 Annual Meeting of ~~shareholders.~~

Shareholders, other than the nominees of the Company’s Board of Directors, must also comply with the additional requirements of Rule 14a-19 under the Exchange Act, including providing a statement that such shareholder intends to solicit the holders of shares representing at least 67% of the voting power of shares of the Company entitled to vote on the election of directors in support of director nominees other than the Company’s nominees.

Discretionary Authority

At the time of mailing of this Proxy Statement, the Board was not aware of any other matters that might be presented at the meeting. If any matter not described in this Proxy Statement should properly be presented, the person named on the accompanying Proxy Card will vote such proxy in accordance with ~~his~~their judgment.

By Order of the Board of Directors,

Michelle Mapes

Corporate Secretary

March ~~29, 2018~~

28, 2024

IMPORTANT ANNUAL MEETING INFORMATION Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted


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

COMMONLY USED DEFINED TERMS

Company and Regulatory Defined Terms:


Green Plains; the company			Green Plains Inc.
Exchange Act			Securities Exchange Act of 1934, as amended
NASDAQ			The Nasdaq Global Market
SEC			Securities and Exchange Commission
Securities Act			Securities Act of 1933, as amended

Other Defined Terms:
Annual Meeting			The 2024 Annual Meeting of shareholders of Green Plains Inc. and any adjournment or postponement thereof
ASC 718			Accounting Standards Codification Topic 718, Compensation – Stock Compensation
Board			Board of Directors of Green Plains Inc.
CCS			Carbon Capture and Sequestration
Common Stock			Green Plains Inc. Common Stock, $0.001 par value per share
EBITDA			Earnings before interest expense, income taxes, depreciation and amortization which is a non-GAAP measure. See our Annual Report on Form 10-K for the year ended December 31, 2023 for a detailed definition of this term and a reconciliation to GAAP net loss
ESG			Environmental, social and corporate governance
GAAP			U.S. Generally Accepted Accounting Principles
GICS			Global Industry Classification Standard
Internal Revenue Code			Internal Revenue Code of 1986, as amended
LTIP			Long-term incentive program
MBO			Management by Objectives
MSC™			Maximized Stillage Co-products™ produced using process technology developed by Fluid Quip Technologies
NEO			Named executive officer
Notice			Important notice regarding the availability of proxy materials for the Annual Meeting
PSU			Performance Share Unit
Record Date			The record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting
RSA			Restricted Stock Award
SCT			Summary of Compensation Total
STIP			Short-term cash incentive program
TCJA			Tax Cuts and Jobs Act of 2017
TSR			Total Shareholder Return
U.S.			United States

Helpful Resources


Annual Meeting
Proxy & supplemental materials			www.envisionreports.com/GPRE
Online voting for registered holders			www.envisionreports.com/GPRE
Webcast			www.meetnow.global/MNVQDLQ
Electronic delivery of future proxy materials			www.envisionreports.com/GPRE

Corporate Governance
Leadership			https://investor.gpreinc.com/corporate-governance/leadership
Board of directors			https://investor.gpreinc.com/corporate-governance/board-of-directors
Committee composition			https://investor.gpreinc.com/corporate-governance/committee-composition
Contacting the Board			https://investor.gpreinc.com/corporate-governance/contact-the-board
Governance documents			https://investor.gpreinc.com/corporate-governance

Financial Reporting
Annual report			https://investor.gpreinc.com/financials-filings
Financial filings			https://investor.gpreinc.com/financials-filings
Stock information			https://investor.gpreinc.com/stock-information

Other Information
Corporate website			https://gpreinc.com/
Investor relations			https://investor.gpreinc.com/
Sustainability			https://gpreinc.com/who-we-are/sustainability/
Press releases			https://investor.gpreinc.com/press-releases

The information on our website is not incorporated by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 9, 2018. Vote by Internet Go to www.envisionreports.com/GPRE Or scan the QR code with your smartphone Follow the steps outlined on the secure website Vote by telephone Call toll free~~1-800-652-VOTE~~ ~~(8683) within the USA, US territories & Canada on a touch tone telephone Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown~~reference in X this ~~example. Please do not write outside the designated areas. Annual Meeting~~ Proxy Card IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR all nominees listed in Proposal 1 and a vote FOR Proposal 2. 1. To elect four directors to serve three-year terms that expire at the 2021 annual meeting: + For Withhold For Withhold For Withhold 01—Todd Becker 02—Thomas Manuel 03—Brian Peterson 04—Alain Treuer For Against Abstain 2. To cast an advisory vote to approve the Company’s 3. To transact such other business as may properly come before the executive compensation; Annual Meeting or any adjournment or postponement thereof. B~~Non-Voting~~ Items Change of Address — please print new address below. C Authorized Signatures — this section must be completed for your vote to be counted — date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UP X + 02SRPB

Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholder Meeting to be held on May 9, 2018: The Notice, Proxy Statement and Annual Report are available at www.envisionreports.com/GPRE qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Green Plains Inc. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to be held on May 9, 2018 Proxy Solicited by Board of Directors for Annual Meeting — May 9, 2018 Todd Becker and Michelle Mapes, with the power to appoint his or her substitute, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Green Plains Inc. to be held on May 9, 2018 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxy will have authority to vote FOR all nominees listed in Proposal 1 and vote FOR Proposal 2. In his discretion, the Proxy is authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy ~~Statement.~~Statement
☐
☐		Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)).
☑			Definitive Proxy Statement
☒☐			Definitive ~~Proxy Statement.~~Additional Materials
☐
☐		~~Definitive Additional Materials.~~

☐	Soliciting Material ~~Pursuant to§240.14a-12.~~under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☒☐			~~No fee required.~~

☐	~~Fee computed on table below per Exchange Act Rules14a-6(i)(1)~~ ~~and0-11.~~

	~~(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 Rule0-11~~ ~~(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:~~


☐	Fee paid previously with preliminary ~~materials.~~materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

~~Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(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.~~
2
	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~ GREEN PLAINS INC. 2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


1		7 Letter from our Board of Directors
~~Communications with the Board~~2		7 Notice of Annual Meeting of Shareholders
~~The Board’s Role in Risk Oversight~~4		7 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		8
~~Code of Ethics~~28		9 Board Oversight
~~Stock Ownership Guidelines: Prohibition on Short-Term and Speculative Trading and Pledging~~32		10 Investor Engagement
~~Compensation Committee Interlocks and Insider Participation~~33		10 Other Governance Principles
~~PROPOSAL 1 – ELECTION OF DIRECTORS~~35		11 Compensation of Directors
~~Introduction~~36		11 Audit Matters

~~Director Nomination Process~~36		11 PROPOSAL 2 Ratification of Company’s Auditors


~~Required Vote~~37		13 Independence of Auditors
~~Recommendation of the Board~~37		13 Auditors’ Fees
~~OUR MANAGEMENT~~38		14 Audit Committee Report
39	Executive Officers ~~and Directors~~		14
~~EXECUTIVE COMPENSATION~~42		16 Executive Compensation

42	PROPOSAL 3 Advisory Vote to Approve Executive Compensation


43	Compensation Discussion and Analysis


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.”
	☐

	16
63			Compensation Committee Report		31
~~Summary~~ 64			Compensation ~~Table~~Tables		32
~~Grants of Plan-Based Awards~~73				33 CEO Pay Ratio
~~Employment Agreements~~74				33 Pay vs. Performance Comparison
~~Outstanding Equity Awards at FiscalYear-End~~77				35
~~Option Exercises and Stock Vested~~		35
~~Potential Payments upon Termination or Change in Control~~		36
~~Compensation Risk Assessment~~		39
~~Chief Executive Officer Pay Ratio~~		39
~~Compensation of Directors~~		40
Equity Compensation ~~Plans~~Plan Information		41
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~				42
78			Security Ownership of Certain Beneficial Owners and Management		42
~~Security Ownership of Management~~80				43 Transactions with Related Persons, Promoters and Certain Control Persons
~~INDEPENDENT PUBLIC ACCOUNTANTS~~81			Other Matters


~~REPORT~~4		GREEN PLAINS INC. 2024 ANNUAL MEETING OF ~~THE AUDIT COMMITTEE~~	47
~~OTHER MATTERS~~	48
~~Annual Report~~	48
~~Shareholder Proposals~~	48
~~Discretionary Authority~~	49SHAREHOLDERS AND PROXY STATEMENT


~~Green Plains; the company; GPI~~		~~Green Plains Inc.~~
~~Exchange Act~~	~~Securities Exchange Act of 1934, as amended~~
~~Fleischmann’s Vinegar; Fleischmann’s; FVC~~	~~Fleischmann’s Vinegar Company, Inc.~~
~~GPP~~	~~Green Plains Partners LP~~
~~NASDAQ~~	~~The Nasdaq Global Market~~
~~SEC~~	~~Securities and Exchange Commission~~
~~Securities Act~~	~~Securities Act of 1933, as amended~~

~~Other Defined Terms:~~

~~Annual Meeting~~	~~The 2018 Annual Meeting of shareholders of Green Plains Inc. and any adjournment or postponement thereof~~
~~ASC 718~~	~~Accounting Standards Codification Topic 718,~~ ~~Compensation – Stock Compensation~~
~~Board~~	~~Board of Directors of Green Plains Inc.~~
~~Common Stock~~	~~Green Plains Inc. Common Stock, $0.001 par value per share~~
~~EBITDA~~	~~Earnings before interest, taxes, depreciation and amortization which is anon-GAAP~~ ~~measure. See our Annual Report on Form10-K~~ ~~for the year ended December 31, 2017 for a reconciliation to GAAP net income~~
~~ESG~~	~~Environmental, social and governance~~
~~GAAP~~	~~U.S. Generally Accepted Accounting Principles~~
~~GICS~~	~~Global Industry Classification Standard~~
~~GPP~~	~~Green Plains Partners LP~~
~~Internal Revenue Code~~	~~Internal Revenue Code of 1986, as amended~~
~~LTIP~~	~~Long-Term Incentive Plan~~
~~NEO~~	~~Named executive officer~~
~~Notice~~	~~Important notice regarding the availability of proxy materials for the Annual Meeting~~
~~PSU~~	~~Performance Share Unit~~
~~Record Date~~	~~The record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting~~
~~TCJA~~	~~Tax Cuts and Jobs Act of 2017~~
~~TSR~~	~~Total Shareholder Return~~
~~Umbrella STIP~~	~~Green Plains Inc. Umbrella Short-Term Incentive Plan~~
~~U.S.~~	~~United States~~5


			Sustainable Ultra-High Protein Sustainable ingredients for high-value global markets in pet, aquaculture, dairy and poultry industries as demand for higher quality animal feed grows.						Renewable Corn Oil Responsible low-carbon feedstock for the high-growth renewable diesel and sustainable aviation fuel industries.

			Carbon Capture & Sequestration Participating in large scale CCS projects to further reduce the carbon intensity of our biofuels and ingredients.						Clean Sugar Technology Low-carbon dextrose for a variety of biochemical, bioplastics, synthetic biology and food industries.



Achievements —Began development of a novel Sustainable Aviation Fuel technology through a joint venture, Blue Blade Energy, with United Airlines and Tallgrass; —Successfully completed full scale 60% protein production runs using Fluid Quip Technologies’ MSC™ system combined with biological solutions; —Achieved record renewable corn oil yield across our platform; —First-ever commercial deployment of Clean Sugar Technology™ at Green Plains Shenandoah to begin commissioning during the first quarter of 2024; —Diversification of decarbonization strategy, with three Nebraska facilities committed to CCS anticipated to become operational in 2025, four Iowa and Minnesota facilities anticipated to be operational in 2026 on a separate CCS system; —Expanded protein sales to customers in North America, South America and Asia Pacific across multiple species; —Announced technology collaboration with Equilon Enterprises LLC to deploy Shell Fiber Conversion Technology; and —Completed acquisition of Green Plains Partners LP on January 9, 2024, with most of the efforts taking place during 2023.


			Director Since	Committee Membership

Name and Primary Occupation		Age		AC	CC	NGC

Director Nominees

	JAMES D. ANDERSON Chairman of the Board Chief Executive Officer, Molycop	66	2008

	TODD A. BECKER President and Chief Executive Officer, Green Plains Inc.	58	2009

	EJNAR A. KNUDSEN III Founder and Chief Executive Officer, AGR Partners	55	2016

	BRIAN PETERSON President and Chief Executive Officer, Whiskey Creek Enterprises	60	2005

	ALAIN TREUER Chairman and Chief Executive Officer, Tellac Reuert Partners and Chairman, Local Ocean France	51	2008

	KIMBERLY WAGNER Founder, TBGD Partners	60	2020
Continuing Directors with Terms Expiring in 2025

	FARHA ASLAM Managing Partner, Crescent House Capital	55	2021

	MARTIN SALINAS JR. Former Chief Financial Officer, Energy Transfer Partners, LP	52	2021



Key Skills & Experiences			Description of Skills and Explanation of Importance

Executive Leadership			—One of the core considerations of our Board in examining director candidates is that the director should have an established track record of professional accomplishment in the candidate’s chosen field. It is important we have highly qualified directors with a diverse range of complementary skill sets, but the common thread is that our directors have experience leading large, complex organizations and teams. Green Plains is a company with an array of important stakeholders, including employees, stockholders, customers, partners, regulators, and communities. It is important for our Board to have directors who have experience dealing with a similar range of stakeholders and managing the challenges associated with operating a large organization.


Public Company/ Corporate Governance/ ESG			—Our Board is responsible for overseeing the successful execution of our strategy and the selection and retention of key executives, which affects the fundamental operation of the Company. It is important for our Board to have directors who understand the fiduciary obligations of public company directors and who have experience shaping a company’s priorities and structure. Effective corporate governance, ongoing board refreshment and a commitment to diversity are all part of a broader effort to ensure that ESG considerations and goals are incorporated into the company’s corporate strategy. Also, the implementation of leading ESG practices is a very important component of our business as the effects of global climate change continues to attract considerable attention with widespread concerns about the impacts of human activity, especially the emissions of greenhouse gases.


Executive Compensation			—The Board believes that aligning executive compensation with shareholder interests is consistent with the Company’s philosophy of driving performance and building long-term shareholder value. This pay-for-performance philosophy is embraced by the Board and is intended to align the interests of key executives, attract and retain high-performing employees, and link a significant amount of compensation to the achievement of pre-established performance metrics directly tied to our business goals and strategies. It is important for Green Plains to have board members who have participated in the design and supervision of executive compensation programs.


Industrial Manufacturing & Ingredient Production			—Green Plains has grown to be one of the leading corn processors in the world for low-carbon products at our biorefineries, inclusive of ethanol, renewable corn oil, Ultra-High Protein, and distillers grains as our core sources of revenue. We operate 10 biorefineries located in six states. It is important for our Board to have a ~~9.5% increase over 2016.~~deep understanding of industrial manufacturing, the biorefinery and the proprietary and patented protein production processes, as well as potential future technologies applicable to our biorefineries.


Commodity Markets/ Marketing			—Green Plains procures grain and natural gas to produce our products and markets, sells and distributes our products, e.g., ethanol, distillers grains, Ultra-High Protein, and renewable corn oil produced at our biorefineries. A strong understanding of commodity markets is essential as well as an understanding of U.S. and global markets impacting supply and demand characteristics.

◾

Strategy Development						~~EBITDA of $154.4 million (see EBITDA reconciliation~~ —We believe that we can maximize our competitive advantage to create lasting value for our stockholders, both in the ~~company’s Form10-K,~~ ~~filed February 14, 2018).~~near and longer-term, by successfully executing on our strategic plan, to take advantage of the world’s growing demand for protein feed ingredients. It is important for our Board to have directors who have experience developing, delivering and directing corporate strategy. Further, it is important to have board members who have experience transforming organizations and culture and improving processes, services, and products with an aim of enhancing long-term value.

◾

International Business			—Global competition, international trade and product-related policies, and international activities can have a significant impact on our business.


Mergers & Acquisitions / Partnerships			~~With weaker ethanol margins during fiscal year 2017, we~~ —Joint ventures, partnerships, mergers and acquisitions are an important part of maintaining a competitive advantage by maximizing our production capabilities, leveraging our proprietary technology and expanding new products into fast-growing, higher margin markets. We intend to continue exploring potential growth opportunities and strategies through these disciplines. As such, it is important to have board members well-versed in M&A-related activities to ensure that the right opportunities are being pursued, operational and financial risks can be quantified and effectively managed while expected synergies and growth projections are reasonable and realistic.


Capital Markets			—As our company continues to transform, having expertise in capital markets and various equity and debt financing alternatives will continue to ~~manage~~be a critical skill set for our ~~ethanol production~~Board to ensure we have the optimal capital structure, and financing needed to support these efforts.


Audit/Risk/ Cybersecurity			—As a public company, we are subject to various auditing, accounting, and financial reporting obligations. Our Audit Committee’s responsibilities include reviewing the Company’s financial statements, financial reporting, and internal controls, as well ~~poised~~ as ~~both domestic~~overseeing the independent auditor and ~~global demand continues~~cybersecurity. Green Plains is also subject to ~~rise.~~various forms of risk, including, without limitation, cybersecurity risk, liquidity risk, credit risk, market risk, interest rate risk, operational risk, legal and compliance risk and reputational risk. It is important for our Board to have directors who are financial experts and who understand financial reporting as well as effective risk management practices.


PROXY SUMMARY			7


PROXY SUMMARY			11

◾

Legal/ Regulatory/ Government Relations						~~Completed acquisitions of cattle-feed~~ —Our operations ~~located in Hereford, Texas, Leoti, Kansas and Eckley, Colorado bringing the company’s total capacity~~are regulated by various government entities that can impose significant costs on our business. It is important to ~~258,000 head of cattle and making us the 4~~^th ~~largest feedlot operator in the U.S.~~

◾		~~Repurchased $6.7 million~~strong comprehension of the ~~company’s Common Stock pursuant~~legal and regulatory landscape specific to our ~~stock repurchase program.~~business. Our production levels, markets and grain we procure are affected by federal government programs. Government policies such as tariffs, duties, subsidies, import and export restrictions and embargoes can also impact our business.



What We Do					What We Don’t Do

~~WHAT WE DO~~			~~WHAT WE DON’T DO~~

✓ 100% independent board committees		Ï ~~No poison pill~~

✓ 100% directors owning stock Compensation recoupment (clawback) policy Right to call special meeting threshold set at 20% Provide a majority of executive compensation in performance-based compensation Pay for performance based on measurable goals for both annual and long-term awards Balanced mix of awards tied to annual and long-term performance Stock ownership and retention policy		Ï		No poison pills No supplemental executive retirement plans

✓ ~~Compensation recoupment (clawback) policy~~	Ï No discounted stock options, reload of stock options or stock optionre-pricing without shareholder approval

✓ ~~Right to call special meeting threshold set at 10%~~	Ï No single-trigger vesting of equity compensation upon a change in control

✓ ~~Provide a majority of executive compensation in performance-based compensation~~	Ï No short-term trading, short sales, transactions involving derivatives, hedging or pledging transactions for executive officers and directors



			Corporate Governance Improvements


			2020			—Appointed diverse director


			2021			—Appointed two additional diverse directors —Appointed Lead Independent Director —Published governance guidelines with independent executive sessions —Reviewed broadening scope for cyber and ESG oversight by annual charter —Updated bylaws for proxy access and majority voting standard —Lowered threshold for special meeting to 20% —Rotated Committee chairs with two of the three Committee chairs diverse —Proposed reduction of the board from nine to eight members by no later than the 2023 annual meeting


			2022			—Recommended and declassified the board of directors


			2023			—Appointed Independent Chairman of the Board to replace the Lead Independent Director position —Downsized to eight directors, fulfilling commitment made to investors in 2021



Environmental Stewardship As an ag-tech innovator of sustainable ingredients that matter, Green Plains is dedicated to preserving the health of our planet for current and future generations.	—Notable 2023 achievements in this area included: —Leveraged innovative technologies and partnerships to further decarbonize our platform. —Made significant progress in goals related to energy efficiency, water management and sustainable sourcing. —Diversification of decarbonization strategy, with three Nebraska facilities committed to CCS anticipated to become operational in 2025, four Iowa and Minnesota facilities anticipated to be operational in 2026 on a separate CCS system. —Achieved record renewable corn oil yield across our platform.
✓ ~~Pay for performance based~~

Social Responsibility Green Plains recognizes the value of all who make our success and our sustainable ingredients possible. We endeavor to support and empower our employees, customers, suppliers and communities in all that we do.	—Notable 2023 achievements in this area included: —Enhanced an array of employee programs. —Completed training on ~~measurable goals for both annual~~patented technologies. —Made high-value capital investments in our local communities. —Saw further improvement in our OSHA recordable injury rate, achieving a 56% reduction in 2023 over our 2020 baseline and ~~long-term awards~~	exceeding our goal of a 35% reduction by 2025.


~~ROLE~~		~~MINIMUM OWNERSHIP~~
~~Chief Executive Officer~~		~~6x base salary~~
~~Chief Operating Officer and Chief Financial Officer~~		~~4x base salary~~
~~All other NEO’s~~		~~3x base salary~~
~~Non-Employee~~ ~~Directors~~		~~5x annual cash retainer~~

◾
			1. Assessment

			As part of the nomination process, our Nominating and Governance Committee is responsible for reviewing with the Board periodically the appropriate skills and characteristics required of directors in the context of the current make-up of the Board. This assessment includes issues of judgment, diversity, experience and skills.

			2. Evaluation of prospective nominees

			In evaluating prospective nominees, including nominees recommended by shareholders, our Nominating and Governance Committee looks for the following minimum qualifications, qualities and skills: —highest personal and professional ethics, integrity and values;

◾	—ability to represent the total corporate interests of our ~~company~~Company (a director will not be selected to, nor will he or she be expected to, represent the interests of any particular group).

		3. Screening/ interview of shortlisted candidates

		Candidates go through a rigorous interview process with Nominating and Governance Committee members as well as Board leadership and CEO interviews. They are subjected to thorough background checks and complete the Company’s directors and officer’s questionnaire.

		4. Decision, nomination, and onboarding

		Board members who interview candidates provide their candidate reviews for consideration by the Nominating and Governance Committee. Once a candidate is elected or appointed to the Board, they partake in an extensive onboarding process with both Board members and the executive leadership of the Company.



						Responsibilities of the Chairman of the Board


						—Presides at all meetings of the Board of Directors. —Is available, when appropriate, for consultation and direct communication with stockholders. —Sets the Board agenda in conjunction with the CEO. —Sets agenda for executive sessions. —Has the authority to call Board meetings.



Audit Committee	Members Martin Salinas Jr. (Chair) Alain Treuer Kimberly Wagner	Meetings in 2023: 7 The Audit Committee consists of directors who are independent under the rules of NASDAQ and the SEC. During each of these meetings, the Audit Committee met directly with our independent auditors. Please see page 38 of this Proxy Statement for the “Audit Committee Report.”



Compensation Committee	Members Brian Peterson (Chair) James D. Anderson Farha Aslam	Meetings in 2023: 7 The Compensation Committee consists of directors who are independent under the rules of NASDAQ and the SEC. Please see page 63 of this Proxy Statement for the “Compensation Committee Report.”



Nominating and Governance Committee	Members Kimberly Wagner (Chair) Martin Salinas Jr. Alain Treuer	Meetings in 2023: 4 The Nominating and Governance Committee consists of directors who are independent under the rules of the NASDAQ and the SEC.



			Board			In its oversight role, the Board annually reviews our Company’s strategic plan, which addresses, among other things, the risks and opportunities facing our Company. While the Board has the ultimate oversight responsibility for the risk management process, it has delegated certain risk management oversight responsibilities to the Board committees.



			Audit Committee			—Acts on behalf of the Board in fulfilling its responsibilities to oversee company processes for the management of business/financial risk and for compliance with applicable legal, ethical and regulatory requirements. —Charged with (i) inquiring of management and our Company’s outside auditors about significant risks and exposures and assessing the steps management has taken or needs to take to minimize such risks and (ii) overseeing our Company’s policies with respect to risk assessment and risk management, including the development and maintenance of an internal audit function to provide management and the Audit Committee with ongoing assessments of our Company’s risk management processes and internal controls. —Has quarterly meetings with IT leadership regarding the risk management processes and internal controls around our IT systems and cybersecurity. —Has regular meetings with our Company’s management, internal auditors and independent, external auditors.



			Compensation Committee			—Considers risks related to the attraction and retention of talented senior management and other employees as well as risks relating to the design of compensation programs and arrangements.



			Nominating and Governance Committee			—Annually reviews our Company’s corporate governance guidelines and their implementation, as well as regularly evaluating new and continuing directors for election to the Board. —Annually leads the board evaluation process. —Annually reviews the CEO succession plans.



Oversight of Strategy			—The Board oversees and monitors strategic planning. —Business strategy is a key focus at the Board level and embedded in the work of Board committees. —Company management is charged with executing business strategy and provides regular performance updates to the Board.


Oversight of Risk			—The Board oversees risk management —Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function. —Company management is charged with managing risk, through robust internal processes and effective internal controls.


Succession Planning			—The Board oversees succession planning and talent development for senior executive positions. —The Nominating & Governance Committee, which meets regularly and reports back to the Board, has primary responsibility for developing succession plans for the CEO position.



Pillars			Key Topics and Areas of Impact


Planet			—Climate Change and Greenhouse Gas Emissions —Energy Use and Efficiency —Water Management —Biodiversity and Land Stewardship —Waste Management and Compliance


People			—Our Employees —Employee Health and Safety —Talent Acquisition and Engagement —Learning and Career Development —Inclusion and Belonging —Our Customers —Our Suppliers —Responsible Sourcing Program —Our Communities —Environmental Stewardship —Capital Investments —Charitable Giving and Service


Principles			—Our ESG and Climate Change Governance —Our Board Composition and Structure —Ethics and Compliance



Topics discussed with shareholders during 2023:

—Company strategy —Government policy —Inflation Reduction Act —Transformation progress —Decarbonization initiatives —Sustainable Aviation Fuel —Ultra-High Protein —Renewable Corn Oil —Clean Sugar Technology —Carbon Capture and Sequestration —Industry supply and demand drivers —Capital allocation —Risk management —Executive compensation programs —Sustainability —Economic drivers			In 2023, we connected with shareholders representing approximately:



What We Heard			What We Did


—Operational excellence is important.			—Invested in efficiency capital and operational personnel, with second half of 2023 average operating utilization improving to 94% capacity.
—Shareholders are interested in sustainability initiatives and potential upside from decarbonization strategy.			—Under the oversight of our Nominating and Governance Committee, we published our third Sustainability Report in April 2023, highlighting our progress toward our sustainability goals. —Hosted an IRA teach-in in April 2023, educating investors on the opportunities and incentives incorporated in this legislation along with the strategies we are pursuing related to it.
—Continue executing on our Green Plains 2.0 Total Transformation Plan.			—With five Green Plains facilities operating MSC™ technology, deployed capital to building our Tharaldson Ethanol MSC™ joint venture. Achieved record renewable corn oil yields. Nearing completion of a first-of-its-kind commercial scale Clean Sugar Technology™ system in Shenandoah, Iowa.
—Shareholders are supportive of our strategy and management's execution to date to transform the Company to Green Plains 2.0.			—We have continued to communicate and update shareholders on our successful completion of key initiatives toward our Total Transformation Plan. We have been transparent in our progress and our performance to date and path to completion have been well received.



New Director Orientation			As new directors join the Board, the Company provides a high-touch, customizable orientation and onboarding process. Once concluded, new directors will have an understanding of the Company's business, strategy, and leaders. They should also understand their responsibilities and duties as directors and have access to resources, information, and contacts that will enable them to be effective in their role.


Continuing Education			The Company supports and directors pursue continuing education opportunities from time to time. The Company reimburses Board members for the cost of continuing education programs.


Additional			During their service, directors have discussions with each other and senior leadership of the Company outside of regularly scheduled Board and committee meetings to share ideas and obtain a deeper understanding of the Company's business.


Type			Amount
Annual Cash Retainer			$90,000
Restricted Stock			$135,000
Committee Chair Retainers			Board Chair and Audit Committee - $20,000 each Nominating and Governance Committee - $15,000 Compensation Committee - $10,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)	Option Awards ($)	All Other Compensation ($)	Total ($)
Wayne Hoovestol, Former Chairman (2)	39,559	-	-	-	39,559
James D. Anderson, Chairman (2)	102,912	135,000	-	-	237,912
Farha Aslam	90,000	135,000	-	-	225,000
Ejnar A. Knudsen III	90,000	135,000	-	-	225,000
Brian Peterson	100,000	135,000	-	-	235,000
Martin Salinas Jr.	110,000	135,000	-	-	245,000
Alain Treuer	90,000	135,000	-	-	225,000
Kimberly Wagner	105,000	135,000	-	-	240,000

✓ ~~Balanced mix of awards tied to annual and long-term performance~~
14

✓ ~~Stock ownership and retention policy~~

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