RECLASSIFICATIONMEMBER PROPOSALS FOR THE 2024 ANNUAL MEETING OF THE COMPANY’S UNITS
Overview
If the Proposed Operating Agreement is approved and adopted, 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.MEMBERS
We intend, immediately followingcurrently anticipate holding the Reclassification,2024 annual meeting of members in February 2024. The Company is not required to terminateconsider any proposal or director nomination petition that does not meet the registrationrequirements of our units with the SEC and suspend further reportingour Current Operating Agreement and therefore, any member who wishes to submit a proposal or director nomination petition is encouraged to seek independent counsel about the requirements of the SEC and our Current Operating Agreement.
Member Proposals to be Considered for Inclusion in the Company’s 2024 Proxy Statement Under SEC Rules
Under the rules of the SEC, including Rule 14a-8 of the Exchange Act, any member proposal to be considered by the Company for inclusion in the proxy materials for the 2024 Annual Meeting of Members, which we presently plan to hold in February 2024, must be received by the Secretary of the Company, 10868 189th Street, Council Bluffs, Iowa 51503, no later than one-hundred and twenty (120) days prior to the date we mailed the proxy materials for the preceding year’s annual meeting. Accordingly, members must submit proposals related to the 2024 Annual Meeting of Members to the Company by August 24, 2023. Proposals submitted later than August 24, 2023 will be considered untimely and will not be included in the Company’s proxy statement for the 2024 Annual Meeting of Members.
In addition, all proposals will need to comply with Rule 14a-8 of Exchange Act, which lists the requirements for inclusion of member proposals in company-sponsored proxy materials. The Company’s Corporate Governance/Compensation Committee will review proposals submitted by members for inclusion at our next annual meeting of members and will make recommendations to our Board on an appropriate response to such proposals.
Requirements for Member Proposals to be Brought Before the 2024 Annual Meeting of Members
Pursuant to Rule 14a-4(c) under the Exchange Act.
Condition Precedent Proposals
ThisAct, if the Company does not receive advance notice of a member proposal to approvebe brought before its next annual meeting of members in accordance with the Reclassification (Proposal 2) is conditioned upon approvalrequirements of the proposal to amend and restate the Current Operating Agreement (Proposal 2). Unlessor other governing documents, the membersproxies solicited by the Company may confer discretionary voting authority to vote in favor of both Proposal 1 and Proposal 2, both proposals will fail. Proposal 2 is not conditioned upon approvalproxies on the member proposal without any discussion of the proposal to adjourn or postponematter in the Special Meeting (Proposal 3).proxy statement.
Vote Required for Approval
In accordance with Section 8.1 and Section 6.166.11 of our Current Operating Agreement approvalprovides that written notice of a member proposal that a member intends to present at the next annual meeting, but does not intend to have included in the proxy statement and form of proxy related to such meeting, must be delivered to, or mailed and received at, the principal executive offices of the Reclassification requiresCompany not less than ninety (90) calendar days nor greater than one hundred twenty (120) calendar days prior to the affirmative vote of a majorityfirst anniversary of the units represented at a member meeting at which a quorum is present. Therefore, if a quorum is present, the affirmative vote of members owning a majoritydate of the immediately preceding year’s annual meeting of members.
Members must therefore submit notice of any member proposals for the 2024 Annual Meeting of Members to the Company between October 20, 2023 and November 19, 2023. Any member proposals during this advance notice window which comply with the requirements of the Current Operating Agreement, including Section 6.11, shall constitute business that may properly be brought before the 2024 Annual Meeting of Members.
As to each matter the member proposes to bring before the 2024 Annual Meeting of Members, the member’s notice must set forth: (i) a brief description of the business desired to be brought before the 2024 Annual Meeting of Members and the reasons for conducting such business at such annual meeting, (ii) the name and address, as they appear on the Company’s books, of the member proposing such business and the beneficial owner, if any, on whose behalf the proposal is made, (iii) the Series And number of units representedof the Company which are owned beneficially and of record by the member and the beneficial owner, if any, on whose behalf the proposal is made, (iv) a description of all arrangements or understandings among such member and any other person(s) (including their names) in connection with the proposal of such business by such member and any material interest of such member in such business, (v) whether either such member or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the Special Meeting (inpercentage of units of the Company entitled to vote and required to approve the proposal, and (vi) a representation that such member intends to appear in person or by proxy)proxy at the annual meeting to bring such business before the annual meeting. Our Current Operating Agreement also provides that the presiding officer at an annual meeting shall, if the facts warrant, determine and entitleddeclare to vote on the mattermeeting that business was not properly brought before the annual meeting and, if he should so determine, such business shall not be transacted.
A copy of our Current Operating Agreement will be requiredfurnished to approve Proposal 1. If you mark contradictory choices on your proxy card (i.e. you vote both for and against Proposal 2), your vote will havemembers without charge upon written request to the effectSecretary of a vote AGAINST Proposal 2.
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 2. If you fail to mark a vote on your proxy card, the proxies solicited by the Board will be voted FOR Proposal 2.
Our Board will have the discretion to determine if and when to implement the Proposed Operating Agreement, including the Reclassification, and reserves the right to abandon the Proposed Operating Agreement and 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 Proposed Operating Agreement, including 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 MEMBERS VOTE “FOR”
THE APPROVAL OF THE RECLASSIFICATION OF THE COMPANY’S UNITS.Company.