UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to §240.14a-12 |
EAST KANSAS AGRI-ENERGY, LLC | |||
(Name of Registrant as Specified In Its Charter) | |||
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
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Payment of Filing Fee (Check the appropriate box): | |||
x | No fee required. | ||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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| (2) | Aggregate number of securities to which transaction applies: | |
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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| (4) | Proposed maximum aggregate value of transaction: | |
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| (5) | Total fee paid: | |
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o | Fee paid previously with preliminary materials. | ||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(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. | ||
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| Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
1304 S. Main, Garnett, Kansas 66032
NOTICE OF ANNUAL MEETING OF MEMBERS
Saturday, June 2, 2007
To our members:
The 2007 Annual Meeting of Members (the “2007 Annual Meeting”) of East Kansas Agri-Energy, LLC (“we”, “us”, “our” and “East Kansas”) will be held on Saturday, June 2, 2007 at the Anderson County Junior/Senior High School, 1100 West Highway 31, Garnett, Kansas. Registration will be from 9:00 a.m. to 10:00 a.m., during which time light refreshments will be served. The 2007 Annual Meeting will commence at approximately 10:00 a.m.
The purposes of the 2007 Annual Meeting are to:
· elect four (4) Class A Directors to serve until the 2010 Annual Meeting of Members and until their successors are elected; and
· transact such other business as may properly come before the 2007 Annual Meeting or any adjournments thereof.
The foregoing items of business are more fully described in the proxy statement accompanying this notice. If you have any questions regarding the information in the proxy statement or regarding completion of the enclosed proxy card, please call us at (785) 448-2888.
Only members listed on our records at the close of business on May 1, 2007 are entitled to notice of the Annual Meeting and to vote at the 2007 Annual Meeting and any adjournments thereof. For your proxy card to be valid, it must be received by us no later than 1:00 p.m. on June 1, 2007.
All members are cordially invited to attend the 2007 Annual Meeting in person. However, to assure the presence of a quorum, the Board of Directors requests that you promptly sign, date and return the enclosed proxy card, which is solicited by the Board of Directors, whether or not you plan to attend the meeting. The proxy will not be used if you attend and vote at the meeting in person. You may fax the enclosed proxy card to us at (785) 448-2884 or mail it to us using the enclosed envelope.
By order of the Board of Directors,
/s/ William R. Pracht
WILLIAM R. PRACHT
Chairman of the Board
Garnett, Kansas
May 2, 2007
2
East Kansas Agri-Energy, LLC
1304 S. Main
Garnett, Kansas 66032
Proxy Statement
Annual Meeting of Members
Saturday, June 2, 2007
The enclosed proxy is solicited by the Board of Directors of East Kansas Agri-Energy, LLC (“we”, “us”, “our” and “East Kansas”) for use at the 2007 annual meeting of members of East Kansas to be held on Saturday, June 2, 2007 (the “2007 Annual Meeting”), and at any adjournment thereof. The 2007 Annual Meeting will be held at the Anderson County Junior/Senior High School, 1100 West Highway 31, Garnett, Kansas. Registration will be from 9:00 a.m. to 10:00 a.m., during which time light refreshments will be served. The 2007 Annual Meeting will commence at approximately 10:00 a.m.
This solicitation is being made by mail, however we may also use our officers, directors, and employees (without providing them with additional compensation) to solicit proxies from members in person or by telephone, facsimile or letter. Distribution of this proxy statement and a proxy card is scheduled to begin on or about May 2, 2007.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Q: Why did I receive this proxy statement?
A: The Board of Directors is soliciting your proxy to vote at the 2007 Annual Meeting because you were a member of East Kansas at the close of business on May 1, 2007, the record date, and are entitled to vote at the meeting.
Q: What am I voting on?
A: The election of four (4) directors. The following persons have been nominated by the Nomination Committee to fill the four open seats of the Board of Directors: Scott Brittenham, Steven Doering, Daniel Morgan, Donald Meats, and Harold Wilmarth. Detailed information on each nominee is provided below in the “ELECTION OF DIRECTORS — Biographical Information for Nominees” section.
The Board of Directors has not taken a position on recommending any of the foregoing nominees for election by the members.
Q: How many votes do I have?
A: Members are entitled to one vote for each membership unit that they hold at the close of business on the record date.
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Q: What is the voting requirement to elect the directors?
A: In the election of directors, the four persons receiving the greatest number of votes relative to the votes cast for their competitors will be elected regardless of whether an individual nominee receives votes from a majority of the quorum.
Q: How many membership units are outstanding?
A: On May 1, 2007, there were 21,898 outstanding membership units.
Q: What is the effect of an abstention?
A: Because directors are elected by plurality vote, abstentions will not be counted either for or against any nominee.
Q: How do I vote?
A: Membership units can be voted only if the holder of record is present at the 2007 Annual Meeting either in person or by proxy. You may vote using any of the following methods:
· Proxy card. The enclosed proxy card is a means by which a member may authorize the voting of his, her, or its membership units at the 2007 Annual Meeting. The membership units represented by each properly executed proxy card will be voted at the 2007 Annual Meeting in accordance with the member’s directions. We urge you to specify your choices by marking the appropriate boxes on your enclosed proxy card. You may vote for four nominees. After you have marked your choices, please sign and date the enclosed proxy card and return it in the enclosed envelope or fax it to us at (785) 448-2884 by 1:00 p.m. on June 1, 2007. If you sign and return the proxy card without specifying your choices, your membership units will be voted FOR the incumbent director nominees. See “ELECTION OF DIRECTORS” for a list of the incumbent nominees.
· In person at the 2007 Annual Meeting. All members may vote in person at the 2007 Annual Meeting.
Q: What can I do if I change my mind after I vote my units?
A: You may revoke your proxy by:
· Voting in person at the 2007 Annual Meeting;
· Giving personal or written notice of the revocation to William R. Pracht, Chairman of our Board of Directors, at our offices at 1304 S. Main, Garnett, Kansas 66032; or
· Giving personal or written notice of the revocation to our Secretary, Jill A. Zimmerman, at the commencement of the 2007 Annual Meeting.
Q: What happens if I mark too few or too many boxes on the proxy card?
A: If you do not mark any choices on the proxy card, then the proxies will vote your units FOR the incumbent director nominees. If you mark some but not all of the boxes, the proxies will vote your units ONLY for the persons you mark as your choices. Any boxes not marked will not be counted as a vote for the nominee. If you mark more than four choices on the proxy card, then your vote will not be counted for any of the nominees. However, your units will be included in the determination of whether a quorum is present.
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Q: Who can attend the 2007 Annual Meeting?
A: All members as of the close of business on the record date may attend the 2007 Annual Meeting along with their spouses.
Q: What is the record date for the 2007 Annual Meeting?
A: May 1, 2007.
Q: Who will count the vote?
A: All votes will be tabulated by Tom Leitnaker, Company’s Controller and Chief Financial Officer, and the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes and abstentions.
Q: What constitutes a quorum?
A: As of the record date, East Kansas had 21,898 issued and outstanding membership units. The presence of members holding 20% of the total outstanding membership units (4,380) constitutes a quorum. If you submit a properly executed proxy, then you will be considered part of the quorum.
Q: How do I nominate a candidate for election as a director at next year’s annual meeting?
A: Next year there will be three directors up for election. Nominations for director seats are made by a nominating committee appointed by our board. In addition, a member can nominate a candidate for director by following the procedures explained in Section 5.2 of our amended and restated operating agreement, as amended by the first amendment to the amended and restated operating agreement (referred to herein as the “operating agreement”).
In order for a member nomination to be considered for inclusion in next year’s proxy statement, the nomination must be submitted in writing to us during the 30-day nomination period, which will begin on or about March 1, 2008 and end on or about April 1, 2008. We suggest that nominations be submitted by certified mail-return receipt requested.
Q: How do I submit a proposal for consideration by the members at next year’s annual meeting?
A: Any member proposal intended to be considered for inclusion in our proxy statement for presentation at the 2008 Annual Meeting of members must be received by us no later than January 1, 2008 (120 days prior to the one year anniversary of the date of mailing of this proxy statement). The proposal must be in accordance with the provisions of Rule 14a-8 promulgated by the SEC under the Exchange Act. It is suggested that the proposal be submitted by certified mail-return receipt requested.
Members who intend to present a proposal at the 2008 Annual Meeting of members without including such proposal in our proxy statement must provide us written notice of such proposal no later than March 15, 2008. The Company reserves the right to reject, rule out of order, or take appropriate action with respect to any proposal that does not comply with these and other applicable requirements.
If we do not receive written notice of a member proposal intended to be submitted to the 2008 Annual Meeting by March 15, 2008 the persons named on the proxy card accompanying the notice of meeting may vote on any such proposal in their discretion. However, if we do receive notice of a member proposal intended to be submitted to the 2008 Annual Meeting by March 15, 2008, then the persons named on the proxy card may vote on any such proposal in their discretion only if we include in its proxy statement an explanation of its intention with respect to voting on the proposal.
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Q: Who is paying for this proxy solicitation?
A: The entire cost of this proxy solicitation will be borne by East Kansas. The cost will include the cost of supplying necessary additional copies of the solicitation material for beneficial owners of Membership Units held of record by brokers, dealers, banks and voting trustees and their nominees and, upon request, the reasonable expenses of such record holders for completing the mailing of such material and report to such beneficial owners.
ELECTION OF DIRECTORS
Eight (8) initial directors, each appointed by the initial members, and three (3) appointed directors, each appointed by the initial directors served as our initial board of directors. The initial term for these directors ended upon the first annual or special meeting of the members following substantial completion of our facilities, and in all cases when successor directors were elected and qualified. Our facilities were substantially completed in June 2005, therefore, the June 10, 2006 election of directors terminated the initial terms of the eleven (11) directors. Pursuant to our operating agreement, the board has passed a resolution dividing the board into three (3) classes which will serve staggered terms until 2007, 2008, or 2009. As a result, in accordance with our operating agreement, which provides for a minimum of seven and a maximum of eleven directors, four directors served one-year terms (“Group I”), three directors will serve two-year terms (“Group II”), and four directors (“Group III”) will serve three-year terms. Beginning at the 2007 Annual Meeting of Members, the members will vote for four directors to serve three-year terms. The incumbent directors’ seats were assigned to a class as follows:
Group 1: 2007 |
| Scott Brittenham |
| Steven Doering | |
| Daniel Morgan | |
| Donald Meats | |
Group 2: 2008 |
| Jill Zimmerman |
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| Daniel Guetterman |
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| Charles Torrey |
Group 3: 2009 |
| William Pracht |
| Scott Burkdoll | |
| Roger Brummel | |
| Glenn Caldwell |
The Board of Directors has nominated the following persons for election as directors: Scott Brittenham, Steven Doering, Daniel Morgan, Donald Meats and Harold Wilmarth. Scott Brittenham, Steven Doering, Daniel Morgan and Donald Meats are incumbent directors. Harold Wilmarth was nominated by our nominating committee. All nominees have indicated their willingness to serve as directors.
The Board of Directors has not taken a position on recommending any of the above nominees for election by the members. The four nominees receiving the highest vote totals will be elected as directors of East Kansas at the 2007 Annual Meeting provided a quorum is present.
The following table contains certain information with respect to the director nominees including those persons currently serving as directors and persons nominated for election at the 2007 Annual Meeting of Members:
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Name and Principal Occupation |
| Age |
| Year First Became |
| Term Expires |
| If Elected, |
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Daniel V. Morgan |
| 35 |
| 2002 |
| 2007 |
| 2010 |
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Donald S. Meats |
| 63 |
| 2002 |
| 2007 |
| 2010 |
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Scott Brittenham |
| 56 |
| 2005 |
| 2007 |
| 2010 |
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Steve Doering |
| 56 |
| 2006 |
| 2007 |
| 2010 |
|
Harold Wilmarth |
| 66 |
| — |
| — |
| 2010 |
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Biographical Information About Nominees
As of May 1, 2007:
Daniel V. Morgan, Director. Mr. Morgan has served as a director on our board since its inception. Mr. Morgan is co-owner of H&M Angus Farms, Inc., a registered Angus seedstock producer in eastern Kansas. He is also a certified crop advisor and shares a Pioneer Seed dealership with his father.
Donald S. Meats, Director. Mr. Meats has served as a director on our board since its inception. He lives on a farm near LeRoy, Kansas and operates a stocker program. He retired in 2001 from the LeRoy Coop after 36 years of employment; 33 years as general manager. He is currently employed by the First National Bank of LeRoy as an Agriculture Loan Officer.
Scott Brittenham, Director. Mr. Brittenham has served as a director on our board since August 22, 2005. Mr. Brittenham has served as the President for Ethanol Capital Partners, L.P. since April 2003. For the five years prior to that, he served as the President of Fidelity Mortgage Corporation.
Steve Doering, Director. Mr. Doering has served as a director on our board since Jun 10, 2006. Mr. Doering has been a practicing attorney since 1977. Mr. Doering is admitted to practice before the Kansas Court of Appeals, the Kansas Supreme Court, the United States District Court for the Southern District in Indiana in 1971, and the United States Court of Appeals for the Seventh Circuit in 1972. He is a member of Anderson County, Fourth Judicial Disctrict, Kansas and American Bar Associations; Kansas Trial Lawyers Association; and The Association of Trial Lawyers of America. Mr. Doering previously served on the Fourth Judicial District Nominating Commission and was a former member board of directors, past president and vice president for the Kansas School Attorneys Association. He graduated from Kansas State University with a degree in mechanical engineering in 1973 and received his juris doctorate from Kansas University in 1977.
Harold Wilmarth. Mr. Wilmarth owns and operates a row crop farm in northwest Missouri near Maryville, Missouri. In addition, for 27 years, he owned and operated a grain and farm supply business in Maryville, Missouri until he sold the farm supply business in 1998 and the grain operation in 2004. He is a past president of the United Suppliers board of directors. Mr. Wilmarth currently serves as a member of the board of directors for Good View, LLC and United Agri -Energy Group, LLC.
Biographical Information on Non-Nominee Directors
William R. Pracht, Director, Chairman/President — Age 49. Mr. Pracht has served as a director on our board since its inception. For the past five years, Mr. Pracht has been a self-employed farmer/rancher working near Westphalia, Kansas. He is one of the community leaders of the Cherry Mound 4-H Club as well as a member of the Anderson County Fair Board. Mr. Pracht serves as member of the board of directors of Valley Agri-Service, Inc. He has previously served on the Kansas Livestock Association Board of Directors and Chairman of the Tax Committee.
Roger J. Brummel, Director — Age 46 Mr. Brummel has served as a director on our board since its inception. Mr. Brummel has been the manager of the family owned business, Brummel Farm Service, since 1995.
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Jill A. Zimmerman, Director, Secretary — Age 33. Ms. Zimmerman has served as a director on our board since its inception. Since January 2006, Ms. Zimmerman has been employed as the executive director of the Kansas FFA Foundation. Previously, she was employed as a certified lender for United Cooperatives, Inc. since September 2005. From February 2003 to August 2005, she was employed as our equity drive coordinator. For the year prior to that, she was the Director of Value-Added Programs for the Kansas Corn Growers Association in Garnett. From May 1996 to January 2002, Ms. Zimmerman was the County Extension Agent, Agriculture for Kansas State Research and Extension, Anderson County. In addition, Ms. Zimmerman is a partner with her brother in Zimmerman Farms, a small grain farming operation consisting of wheat and grain sorghum in Sumner County, Kansas.
Scott A. Burkdoll, Director, Vice Chairman / Vice President — Age 50. Mr. Burkdoll has served as a director on our board since its inception. He is an owner and operator of Burkdoll Bros., Inc. a Kansas family farm corporation. Mr. Burkdoll has served as Vice President for this company since 1978. He is part owner and has served since 1989 as Secretary/Treasurer of Sunflower Pork, Inc., which produces 75,000 head of market hogs annually. Mr. Burkdoll has been President of BG-5, LLC, an oil and gas production company in east central Kansas, since 1994. He is also an owner and managing member of Sunflower Central, LLC.
Glenn A. Caldwell, Director — Age 59. Mr. Caldwell has served as a director on our board since its inception. Mr. Caldwell is a retired U.S. Air Force Lt. Colonel. He has served as the Vice-President of Caldwell Enterprises Inc. since 2000 and, in that capacity, oversees the operation of crude oil production on several oil leases in two counties. Since 1982, he has served as the President and General Manager of Caldwell Farms, Inc. operating several thousand tillable acres in 3 counties.
Daniel L. Guetterman, Director — Age 54. Mr. Guetterman has served as a director on our board since its inception. He has been farming in northeast Kansas since 1969 and has been the owner/operator of DKG Farms, Inc. since 1999. In 1978, he formed Guetterman Brothers Elevator and built a grain elevator in Bucyrus. Some of his duties consisted of buying and selling grain, fertilizer, seed and chemicals. Mr. Guetterman served 9 years on the board of the Kansas Soybean Association and is currently serving his fourth year on the Kansas Corn Commission as treasurer.
Charles P. Torrey, Director — Age 60. Mr. Torrey has served as a director on our board since August 22, 2005. Mr. Torrey has spent his career in the securities and energy sectors as founder and past-Chairman/CEO of Energy Search, Inc. Currently Mr. Torrey serves as President of Alternative Energy Management, LLC.
Biographical Information on Officers and Significant Employees
William R. Pracht, Chief Executive Officer — Age 49. Mr. Pracht has served as our Chief Executive Officer since our inception. Mr. Pracht currently serves as Chairman of our Board of Directors and President of East Kansas. He is anticipated to hold the office of Chief Executive Officer until the earlier of his resignation, death, disqualification or removal from office by the Board of Directors.
Thomas D. Leitnaker, Chief Financial Officer — Age 53. Mr. Leitnaker joined us on July 1, 2005 as Controller, and commenced his duties as Chief Financial Officer on August 1, 2005. Mr. Leitnaker was employed as the controller for Kalmar Industries USA, Inc. from 1990 to June 2004.
Steven L. Gardner, General Manager — Age 49. On December 19, 2006, we hired Steven L. Gardner to serve as our general manager beginning January 15, 2007. Prior to joining us, Mr. Gardner spent 25 years in domestic and international operating positions such as Supply Chain and Division Lean Manufacturing Manager with Colgate Palmolive, General Manager of Operations for General Electric/Harmon Industries and later as Director of Operations for EaglePicher Technologies. Most recently he has worked as a business consultant with small to mid sized manufacturers.
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Involvement in Certain Legal Proceedings
One of our directors, Donald S. Meats, is subject to a continuing Cease and Desist Order originally entered by the State of Kansas Securities Commissioner on November 27, 1996. This order required him to cease and desist from the sale of unregistered securities. Mr. Meats, along with others, was found to have participated in a program several years before his involvement with our organization which was determined to have violated the securities laws of the State of Kansas as it constituted the unlawful sale of unregistered securities. Mr. Meats cooperated in the investigation of this matter and no further action was taken against him. Mr. Meats did not participate in the sale of our membership units during our previous offerings and will not participate in the sale of our membership units for any future offering.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Compensation of Named Executive Officers
The following table sets forth all compensation paid or payable by the Company during the last two fiscal years to our chief executive officer and chief financial officer. We did not have any compensatory security option plan or any other plan for long term compensation of our executive officers and directors in place as of December 31, 2006. Further, as of December 31, 2006, none of our directors or officers had any options, warrants, or other similar rights to purchase securities of the Company.
Name and |
| Year |
| Salary |
| Bonus |
| Other Annual |
| All Other |
| Total |
| |||||
William Pracht, |
| 2006 |
| $ | 0 |
| $ | 1,500 |
| $ | 0 |
| $ | 8,200 |
| $ | 9,700 |
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Chairman and CEO |
| 2005 |
| $ | 0 |
| $ | 1,500 |
| $ | 0 |
| $ | 900 |
| $ | 2,400 |
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Thomas Leitnaker, |
| 2006 |
| $ | 80,308 |
| $ | 25,964 |
| $ | 0 |
| $ | 0 |
| $ | 106,272 |
|
Chief Financial Officer |
| 2005 |
| $ | 37,558 |
| $ | 8,604 |
| $ | 0 |
| $ | 0 |
| $ | 46,192 |
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The following table sets forth all compensation paid or payable by the Company during the last fiscal year to our directors, other than those who also served as Chief Executive Officer and Chief Financial Officer, during fiscal year ended December 31, 2006.
Name |
| Fees Earned or |
| All Other |
| Total |
| |||
Scott Burkdoll |
| $ | 10,000 |
| $ | 0 |
| $ | 10,000 |
|
Jill Zimmerman |
| $ | 7,000 |
| $ | 0 |
| $ | 7,000 |
|
Scott Brittenham |
| $ | 1,500 |
| $ | 0 |
| $ | 1,500 |
|
Roger Brummel |
| $ | 6,200 |
| $ | 0 |
| $ | 6,200 |
|
Glenn Caldwell |
| $ | 10,000 |
| $ | 0 |
| $ | 10,000 |
|
Steve Doering |
| $ | 4,450 |
| $ | 0 |
| $ | 4,450 |
|
Daniel Guetterman |
| $ | 5,300 |
| $ | 0 |
| $ | 5,300 |
|
Daniel Morgan |
| $ | 6,500 |
| $ | 0 |
| $ | 6,500 |
|
Donald Meats |
| $ | 5,100 |
| $ | 0 |
| $ | 5,100 |
|
Charles Torrey |
| $ | 200 |
| $ | 0 |
| $ | 200 |
|
Jerry Jones |
| $ | 600 |
| $ | 0 |
| $ | 600 |
|
On January 23, 2006, our board of directors approved a revised director compensation policy effective for fiscal year 2006. The revised policy provides for payment to directors of a fee based on attendance at the regular monthly board meeting. The fees we pay to our directors under the revised policy are as follows: $400.00 per meeting attended to the Chairman, $300.00 per month to our directors who are also serve as officers (Secretary and Vice-President) and $200.00 per month to the other directors. We also pay directors $100 per meeting for attendance at committee meetings. We do not pay the fee if the director does not attend the monthly meeting or committee meeting. We also pay for mileage to and from the meeting at the standard mileage rate established from
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time to time by the IRS and will pay quarterly travel expenses for board members who reside outside of Kansas. We continue to reimburse our officers and directors for reasonable out-of-pocket expenses incurred relating to services rendered on our behalf.
In the year ending December 31, 2006, we incurred an aggregate of $104,578 in director fees and related expenses.
Employment Agreements with Directors or Officers
On February 10, 2003, we entered into an employment agreement with Jill A. Zimmerman, one of our directors and our former Treasurer and Chief Financial Officer. Under the agreement, we engaged Ms. Zimmerman as a full-time equity drive coordinator and her duties as equity drive coordinator included monitoring project development, public relations and other on-site development issues. In July 2005, we terminated our employment agreement with Ms. Zimmerman upon completion of our equity drive. The contract provided that we pay Ms. Zimmerman $37,700.00 annually plus a $101.75 monthly stipend for her services. Pursuant to her employment agreement with us, Ms. Zimmerman was compensated a total of $33,202.02, $45,692.72 and $33,951.23 in cash in fiscal years 2003, 2004 and 2005, respectively. She also received 5 units totaling $5,000 as a bonus for her services in fiscal year 2004.
On June 29, 2005, we entered into an employment agreement with our controller, Thomas D. Leitnaker. Pursuant to his employment agreement, Mr. Leitnaker will receive a base salary and will be eligible for an annual bonus based on overall financial performance of East Kansas compared to budgeted guidelines. On August 1, 2005, our board of directors appointed Mr. Leitnaker to the position of Chief Financial Officer and terminated the position of Treasurer, formerly held by Jill A. Zimmerman, one of our directors. The duties formerly performed by the Treasurer have been transferred to the Chief Financial Officer.
On December 19, 2006, we hired Steven L. Gardner to serve as our general manager, beginning January 15, 2007. Pursuant to the employment agreement, we will pay Mr. Gardner a base salary of $125,000 and a one-time payment for moving expenses. In addition, he will be eligible for an annual bonus based on his achievement of performance conditions and is entitled to participate in any and all benefit plans adopted by the Company, subject to eligibility requirements imposed by such plans, including group medical, dental, vision and term life insurance and 401(k) retirement savings plans.
Mr. Leitnaker and Mr. Gardner are eligible to participate in the Company’s SIMPLE 401(k) plan. During 2005, the Company began a SIMPLE 401(k), Savings Incentive Match Plan for Employees, retirement plan for all eligible employees. All employees are eligible to participate in the plan. The Company makes a matching contribution of 3% of participants’ eligible wages. The employees are fully vested upon contribution to the plan. For the year ended December 31, 2006 Mr. Leitnaker contributed $4,947 and the Company matched $3,188 on his behalf. Mr. Gardner became eligible for the plan on January 15, 2007.
We do not have any employment agreements with any other officer or director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information regarding the beneficial ownership of our units as of May 1, 2007, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding units:
Title of Class |
|
|
| Amount and Nature of |
|
|
|
Membership Units |
| Ethanol Capital Partners, LP |
| 5,550 |
| 25.3% |
|
Membership Units |
| Hoxie Feedyard, Inc. |
| 1,450 |
| 6.6% |
|
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Security Ownership of Management
The following table sets forth certain information regarding the beneficial ownership of our units as of May 1, 2007, by our directors and executive officers:
Title of Class |
| Name of Beneficial |
| Amount and Nature of |
| Percent of Class |
Membership Units |
| William R. Pracht |
| 85 Units(3) |
| * |
Membership Units |
| Roger J. Brummel |
| 110 Units(4) |
| * |
Membership Units |
| Jill A. Zimmerman |
| 20 Units |
| * |
Membership Units |
| Daniel V. Morgan |
| 10 Units(5) |
| * |
Membership Units |
| Scott A. Burkdoll |
| 120 Units(6) |
| * |
Membership Units |
| Glenn A. Caldwell |
| 100 Units(7) |
| * |
Membership Units |
| Daniel L. Guetterman |
| 86 Units(8) |
| * |
Membership Units |
| Donald S. Meats |
| 10 Units |
| * |
Membership Units |
| Steven Doering |
| 10 Units |
| * |
Membership Units |
| Scott Brittenham(9) |
| 5,550 Units |
| 25.3% |
Membership Units |
| All directors |
| 6,101 Units |
| 27.8% |
(1) The address of each individual is in care of us at 1304 S. Main, Garnett, Kansas 66032.
(2) Beneficial ownership is determined in accordance with SEC rules and generally includes holding voting and investment power with respect to the securities.
(3) Units held in joint tenancy with spouse.
(4) Units held by Brummel Farm Service, Inc. and Mr. Brummell is a principal of that business.
(5) Includes 10 units held in the name of H & M Angus Farms, Inc., and Mr. Morgan is a principal of that business.
(6) Includes 60 units held in joint tenancy with spouse, 50 units held by Burkdoll Bros., Inc. and 10 units held by Sunflower Pork, Inc. Mr. Burkdoll is an owner of Burkdoll Bros., Inc. and Sunflower Pork, Inc.
(7) Includes 50 units held by Mr. Caldwell’s spouse, Linda and 50 units held in the name of Caldwell Farms, Inc. Mr. Caldwell is a majority owner of Caldwell Farms, Inc.
(8) Includes 30 units held in the name of DKG Farms, Inc., of which Mr. Guetterman is the sole owner, and 56 units held in the name of Fuel For the Future Investments, of which Mr. Guetterman is a principal owner.
(9) Units held by Ethanol Capital Partners, LP and Scott Brittenham is the President of Ethanol Capital Partners, LP.
* Less than 1%.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “SEC”). Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from our officers and directors, all Section 16(a) filing requirements were complied with during the fiscal year ended December 31, 2006, except Steve Doering who inadvertently failed to timely file Form 3.
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BOARD OF DIRECTORS’ MEETINGS AND COMMITTEES
The Board of Directors generally meets once per month. The Board of Directors held 12 regularly scheduled meetings and one (1) special meeting during the fiscal year ended December 31, 2006. Each director attended at least 75% of the meetings of the Board of Directors during the fiscal year ended December 31, 2006, except for Charles P. Torrey.
The Board of Directors does not have a formalized process for holders of membership units to send communications to the Board of Directors. The board of directors feels this is reasonable given the accessibility of our directors. Members desiring to communicate with the board of directors are free to do by contacting a director via our website, fax, phone or in writing. The names of our directors are listed on our website at www.ekaellc.com/board.htm.
The Board of Directors does not have a policy with regard to directors’ attendance at annual meetings. Last year, all but one director attended our annual meeting. Due to this high attendance record, it is the view of the Board of Directors that such a policy is unnecessary.
Our independent directors are William R. Pracht, Roger J. Brummel, Scott A. Burkdoll, Donald S. Meats, Daniel L. Guetterman, Daniel V. Morgan, Glenn Caldwell, Scott Brittenham, Steven Doering and Charles Torrey. Our director that is not independent is Jill A. Zimmerman. In addition, our non-incumbent director nominee, Harold Wilmarth is considered independent. Our former director, Jerry Jones, who served until our annual meeting in June 2006 is not considered independent. The determination of independence is made by reference to NASDAQ rule 4200. Jill A. Zimmerman is not considered independent due to her former position as our equity coordinator. Pursuant to her employment agreement, we paid Ms. Zimmerman a total of $33,202.02, $45,692.72 and $33,951.23 in cash in fiscal years 2003, 2004, and 2005 respectively. Jerry Jones is the Chief Financial Officer for ICM, Inc. our design-builder.
In making the determination that Steven Doering is independent, the board considered the fact that Mr. Doering provided legal services to us. However, the amount of services provided was not in excess of the $60,000 limitation for independence. In making the determination that William R. Pracht, Daniel V. Morgan, and Daniel L. Guetterman are independent, the board considered the fact that all three individuals have delivered corn to us. However, the amount of corn delivered was not in excess of the $60,000 limitation for independence.
Audit Committee
The audit committee of the Board of Directors operates under a charter adopted by the Board of Directors in fall 2004, which was included in an appendix to our 2006 Proxy Statement. Under the charter, the audit committee must have at least three members. The Board of Directors appointed Daniel V. Morgan, Jill A. Zimmerman, and Daniel L. Guetterman. The chairperson of the audit committee is Daniel V. Morgan. The audit committee is exempt from the independence listing standards because our securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities. Nevertheless, a majority of our audit committee is independent within the definition of independence provided by NASDAQ rules 4200 and 4350, including Daniel L. Guetterman and Daniel Morgan. The Board of Directors has determined that we do not currently have an audit committee financial expert serving on our audit committee. We do not have an audit committee financial expert serving on our audit committee because no member of our Board of Directors has the requisite experience and education to qualify as an audit committee financial expert as defined in Item 401 of Regulation S-B and the Board of Directors has not yet created a new director position expressly for this purpose. The Board of Directors intends to consider such qualifications in future nominations to our Board of Directors and appointments to the audit committee. The audit committee held four (4) meetings during the fiscal year ended December 31, 2006. All of our audit committee members attended at least 75% of the audit committee meetings.
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Audit Committee Report
The audit committee delivered the following report to the Board of Directors of East Kansas on March 27, 2007. The following report of the audit committee shall not be deemed to be incorporated by reference in any previous or future documents filed by us with the Securities and Exchange Commission under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate the report by reference in any such document.
The audit committee reviews our financial reporting process on behalf of the board of directors. Management has the primary responsibility for the financial statements and the reporting process. Our independent auditors are responsible for expressing an opinion on the conformity of the audited financial statements to generally accepted accounting principles. The committee reviewed and discussed with management our audited financial statements as of and for the fiscal year ended December 31, 2006. The committee has discussed with Eide Bailly LLP, its independent auditors, the matters required to be discussed by Statement on Auditing Standards No. 61 Communication with audit committees, as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants. The committee has received and reviewed the written disclosures and the letter to management from Eide Bailly LLP, as required by Independence Standards Board Standard No. 1, and has discussed with the auditors the auditors’ independence. The committee has considered whether the provision of services by Eide Bailly LLP not related to the audit of the financial statements referred to above and to the reviews of the interim financial statements included in our Forms 10-QSB are compatible with maintaining Eide Bailly LLP’s independence.
Based on the reviews and discussions referred to above, the audit committee recommended to the board of directors that the audited financial statements referred to above be included in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006.
Audit Committee | |
| Daniel V. Morgan |
| Jill A. Zimmerman |
| Daniel L. Guetterman |
Independent Registered Public Accounting Firm
The audit committee selected Eide Bailly LLP as independent registered public accountants for the fiscal year January 1, 2006 to December 31, 2006. A representative of Eide Bailly LLP is expected to be present at the annual meeting of members and will have an opportunity to make a statement if so desired. The representative is also expected to be available for questions from the members.
Audit Fees
The aggregate fees billed by the principal independent registered public accountants (Eide Bailly LLP) to East Kansas for the fiscal year ended December 31, 2006, and the fiscal year ended December 31, 2005 are as follows:
Category |
| Year |
| Fees |
| |
Audit Fees |
| 2006 |
| $ | 69,900 |
|
| 2005 |
| $ | 70,522 |
| |
Audit-Related Fees |
| 2006 |
| $ | 0 |
|
|
| 2005 |
| $ | 5,555 |
|
Tax Fees |
| 2006 |
| $ | 0 |
|
| 2005 |
| $ | 0 |
| |
All Other Fees |
| 2006 |
| $ | 0 |
|
|
| 2005 |
| $ | 0 |
|
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Prior to engagement of the principal independent registered public accountants to perform audit services for East Kansas, the principal accountant was pre-approved by our Audit Committee pursuant to our policy requiring such approval.
One hundred percent (100%) of all audit services, audit-related services and tax-related services were pre-approved by our Audit Committee.
Nominating Committee
Our Board of Directors formed a nominating committee on January 23, 2006 and appointed Scott A. Burkdoll, chairman (director), Daniel L. Guetterman (director) and Bill Barnes (member) to the nominating committee. The nominating committee held one (1) meeting during the fiscal year ended December 31, 2006.
The nominating committee oversees the identification and evaluation of individuals qualified to become directors and recommends to the board of directors the director nominees for each annual meeting of the members. All incumbents chose to run for re-election and the nominating committee accepted all of the incumbents as nominees. In addition, the nominating committee nominated Harold Wilmarth as a director nominee. The major responsibilities of the nominating committee are to:
· Develop a nomination process for candidates to the board of directors;
· Establish criteria and qualifications for membership to the board of directors;
· Identify and evaluate potential director nominees;
· Fill vacancies on the board of directors; and
· Recommend nominees to the board of directors for election or re-election.
The nominating committee does not operate under a charter and it does not have a policy with regard to the consideration of any director candidates recommended by members. We are in the process of developing our nominating committee charter, which will outline these policies. We feel that this is appropriate given that we have not held any director elections since our inception and the recent formation of our nominating committee. Pursuant to our amended and restated operating agreement, our first election of directors is to be held one year after substantial completion of the ethanol production facility and on an annual basis thereafter. Since we completed the ethanol plant in summer 2005, our first annual meeting at which directors were elected was held in 2006. The nominating committee intends to adopt a charter and develop policies and procedures for evaluating potential director candidates whether presented by members or selected by the nominating committee. The nominating committee is exempt from the independence listing standards because our securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities. Nevertheless, each member of our nominating committee is independent within the definition of independence provided by NASDAQ rules 4200 and 4350.
In addition, nominations for the election of directors may also be made by any member entitled to vote generally in the election of directors. In accordance with our amended and restated operating agreement, a member desiring to nominate one or more persons for election as a director must submit written notice of such intent either by personal delivery or regular mail to the Secretary of East Kansas at least 60 days, but not more than 90 days, prior to the annual meeting. This notice must contain: (i) the name and address of record of the member who intends to make the nomination; (ii) a representation that the member is holder of units of East Kansas entitled to vote at the annual meeting and intends to appear personally or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the member; (v) such other information regarding each nominee proposed by the member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a director of East Kansas if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of our outstanding units that clearly sets forth the proposed candidate as a nominee of the director’s seat to be filled at the next election of
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directors. If a presiding officer at a meeting of the members determines that a nomination is not made in accordance with this procedure, the officer must declare that the nomination was defective and therefore must be disregarded.
Compensation Committee
Our Board of Directors formed a compensation committee in January 2006 and appointed Donald Meats, William Pracht, and Daniel Morgan to the compensation committee. The compensation committee has direct responsibility with respect to the compensation of our executive officers. The compensation committee held a total of one (1) meeting during the fiscal year ended December 31, 2006.
The compensation committee has the overall responsibility for approving and evaluating our executive compensation plans, policies and programs. The committee makes a recommendation to the full board of directors, which then makes the final decision regarding executive compensation plans, policies and programs. The compensation committee does not have a charter. The compensation committee does not delegate any of its authority or obligations. Neither the Company nor the compensation committee has historically engaged compensation consultants to assist in determining or recommending the amount or form of executive or director compensation. The compensation committee is exempt from the independence listing standards because our securities are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association or to issuers of such securities. Nevertheless, a majority of our compensation committee is independent within the definition of independence provided by NASDAQ rules 4200 and 4350.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No family relationships exist between any of the directors of the board, officers, or key employees of East Kansas. We consider all of our directors, other than Messrs. Brittenham and Torrey, to be our founders and promoters. We also consider two of our former directors, Douglas L. Strickler and James A. Westagard, as our founders and may be considered promoters. Since our inception, we have engaged in a number of transactions with related parties, including our promoters, directors, officers or 5% unit holders and their affiliates. Management believes that these transactions were as favorable as those that could have been obtained in an arms-length transaction.
The following is a discussion of the transactions we have engaged in during the past two years or plan to engage in with related parties:
Project Coordinator Agreement with Jill A. Zimmerman
On February 10, 2003, we entered into an employment agreement with Jill A. Zimmerman, one of our directors and our former Treasurer and principal financial officer. Ms. Zimmerman is also a member of the Company. Under the agreement, we engaged Ms. Zimmerman as a full-time equity drive coordinator until July 2005 when we terminated our second registered offering. See “COMPENSATION OF DIRECTORS AND EXECUTIVE — Employment Agreements with Directors and Officers” for a more detailed discussion of our employment agreement with Ms. Zimmerman and her compensation thereunder.
Agreement with Mike Burns
In June 2005, we entered into a preliminary verbal agreement with Mike Burns, a member of East Kansas, for compacted fill to be used in connection with dirt work for our rail spur. On October 11, 2005, we entered into a definitive written agreement with Mr. Burns for approximately 720,000 cubic yards of compacted fill in exchange for payment of $300,000 to be paid in three equal payments of $100,000. As of December 31, 2005, we paid all amounts due under the agreement.
Agreements with United Bio Energy, LLC Subsidiaries
We have entered into operating contracts with UBE Management, Provista, UBE Ingredients and UBE Trading, all subsidiaries of United Bio Energy, LLC, of Wichita, Kansas. On January 3, 2007, we executed a termination agreement with UBE Services, LLC , successor to United Bio Energy Management, LLC, terminating,
15
effective December 31, 2006 our management agreement with UBE Services. Under the terms of these agreements, we will be paying subsidiaries of United Bio Energy, LLC a significant amount in fees for the management of our plant, marketing of our ethanol and distillers grains and overall risk management services. United Bio Energy, LLC was majority owned by Dave Vander Griend through ICM Marketing, Inc. and by Ron Fagen through Fagen Management, LLC. However, in the second quarter of 2005, United Bio Energy, LLC merged with US BioEnergy Corporation. US BioEnergy Corporation builds and operates biofuel production facilities which may be in competition with our plant. See “DESCRIPTION OF BUSINESS” for a more detailed discussion of these agreements.
Purchases of Raw Grains
On November 12, 2004 we entered into a Raw Grains Agreement with United Bio Energy Ingredients, LLC (“UBE Ingredients”). The Raw Grains Agreement provides for our purchase of all raw grains necessary for ethanol production from UBE Ingredients for a period of at least 5 years. Pursuant to the agreement, UBE Ingredients will use its best efforts to arrange for the purchase of grain at the lowest price available under prevailing market conditions. From time to time, UBE Ingredients has and may continue to contract to purchase corn and/or milo from individuals serving on our board of directors, as well as our members. However, these contracts have been and will continue to be on the same terms and conditions as contracts with non-affiliated third parties. For the year ending December 31, 2006, UBE Ingredients purchased approximately 492,814.49 bushels of corn and milo from our promoters, directors, officers or 5% unit holders and their affiliates, which constitutes approximately 1% of the aggregate corn and milo purchases by UBE Ingredients on our behalf.
Design-Build Agreement with ICM, Inc. and Fagen, Inc.
On August 9, 2004, we executed a design/build agreement with ICM, Inc. to design and build our ethanol plant using Fagen, inc. as principal subcontractor. ICM, Inc. is majority owned and controlled by Dave Vander Griend and Fagen, Inc. is owned and controlled by Ron Fagen. Pursuant to the terms of the design/build agreement, we paid ICM, Inc. $35,900,000 to design and build our ethanol plant and we expect a significant portion of the contract price to be paid by ICM, Inc. to Fagen, Inc. for its work as our principal subcontractor. As of December 31, 2006, we had incurred and paid $37.7 million to ICM, Inc.
Unit Purchase and Redemption Agreement with ICM, Inc. and Fagen, Inc.
On October 11, 2004, we executed a Unit Purchase and Redemption Agreement with ICM, Inc. and Fagen, Inc. in which we agreed to issue a total of 6,250 units to them in exchange for their combined capital contribution of $6,250,000. On January 19, 2005, we issued 6,250 of our units to ICM, Inc. and Fagen, Inc. at a purchase price of $1,000 per unit in exchange for a combined capital contribution from them of $6,250,000. Pursuant to the Unit Purchase and Redemption Agreement, we agreed to redeem all 6,250 units from ICM, Inc. and Fagen, Inc. using the proceeds from the sale of units in a registered offering or, to the extent the offering was unsuccessful, from cash flow generated by operations subject to certain loan covenants, restrictions and tax distributions. Under the Unit Purchase and Redemption Agreement, we agreed to redeem the units at a redemption price of $1,100 per unit if we were able to raise at least $6,875,000 in a future registered offering, or if the offering was unsuccessful at the fair market value of the units at the time of redemption. In connection with this capital contribution, we amended our operating agreement to allow ICM, Inc. and Fagen, Inc. to appoint a total of 3 directors to our board of directors, subject to our ability to terminate one of their director positions for every $2,000,000 in redemption payments made to either or both of ICM, Inc. and Fagen, Inc. ICM, Inc. and Fagen, Inc. appointed their three directors on February 1, 2005. On August 1, 2005, we redeemed all 6,250 units from Fagen, Inc. and ICM, Inc. at a total redemption price of $6,875,000. Therefore, pursuant to the Agreement, the terms of directors appointed by ICM, Inc. and Fagen, Inc. expired.
Promissory Note and Security Agreement with ICM, Inc.
On May 10, 2005, we entered into an agreement with ICM, Inc. for the purchase of a steam turbine generator. In order to finance the purchase of the generator, we executed a promissory note for $1,760,274 at an interest rate of 1% plus the prime rate payable to ICM, Inc and granted a security interest in a steam turbine generator to ICM, Inc. as collateral for the loan. Under the terms of the promissory note, we agree to make quarterly installment payments of principal and interest with the balance due on July 1, 2008. On March 1, 2006, this loan was paid in full.
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MEMBER NOMINATIONS FOR DIRECTOR POSITIONS
At the Special Meeting of members held on September 16, 2004, the members of East Kansas approved an amendment of our amended and restated operating agreement with respect to the procedures for member nomination of director nominees. This amendment requires any member wishing to submit director nominations to do so not less than 60 days nor more than 90 days prior to our annual meeting. If a member nominates a candidate for election to the board in compliance with the provisions of the operating agreement but fails to submit the nomination by the deadline set forth in the amendment, the board will have the discretion to determine whether it has sufficient time to include the nomination in the Company’s proxy statement. If the board decides that it does not have sufficient time to amend its proxy statement to include the nomination, it shall notify the member of such fact and the member may choose to proceed with preparation and delivery of its own proxy statement to members in which the member’s nomination for election to the board of directors is identified and described.
ANNUAL REPORT AND FINANCIAL STATEMENTS
Our Annual Report for fiscal year 2005 accompanies the mailing of this Proxy Statement. The 2005 Annual Report includes Parts 1 and II, including the financial statements and the notes thereto, of our Annual Report of Form 10-KSB to the Securities and Exchange Commission for the fiscal year ended December 31, 2005.
We will provide a copy Form 10-KSB upon written request without charge. We will provide a copy of Exhibits to the 10-KSB upon written request and payment of specified fees. The written request for such Form 10-KSB and/or Exhibits should be directed to Tom Leitnaker, Controller and Chief Financial Officer of East Kansas Agri-Energy, LLC at P.O. Box 225, 1304 S. Main, Garnett, Kansas 66032. Such request must set forth a good faith representation that the requesting party was a holder of record or a beneficial owner of membership units in East Kansas on May 1, 2007. The Form 10-KSB complete with exhibits is also available at no cost through the EDGAR database available from the SEC’s internet site (www.sec.gov).
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EAST KANSAS AGRI-ENERGY, LLC
2007 Annual Meeting — Saturday, June 2, 2007
For Unit Holders as of May 1, 2007
Proxy Solicited on Behalf of the Board of Directors
ELECTION OF FOUR DIRECTORS
(Check only four (4) boxes below. You may withhold authority to vote for any one
or more of the following nominees by striking through the name of the nominee.)
PLEASE INDICATE YOUR SELECTION BY FIRMLY PLACING AN “X” IN THE APPROPRIATE BOX WITH BLUE OR BLACK INK
Daniel V. Morgan, Incumbent ----------------------------------------------->> | x |
Donald S. Meats, Incumbent ------------------------------------------------->> | x |
Scott Brittenham, Incumbent ------------------------------------------------>> | x |
Steve Doering, Incumbent----------------------------------------------------->> | x |
Harold Wilmarth, nominated by Unit Holder Petition ----------------->> | x |
MEMBER NAME:
NUMBER OF MEMBERSHIP UNITS:
Vote by Mail or Facsimile:
1) Read the Proxy Statement
2) Check the appropriate boxes on the proxy card on the left
3) Sign and date the proxy card
4) Return the proxy card in the envelope provided or via fax to (785) 448-2884 no later than 1:00 p.m. on June 1, 2007
To assist us in planning, please indicate whether you plan to ----------->>> x
attend the Annual Meeting of Members. We look forward to seeing you there.
Even if you plan to attend the Annual Meeting, you can be sure your units are represented at the meeting by returning your proxy by 1:00 p.m. on June 1, 2007.
The undersigned hereby appoints William R. Pracht, Chairman, and Jill A. Zimmerman, Secretary, and each or either of them, with the power of substitution, as Proxies to represent the undersigned and to vote as designated to the left, at the Annual Meeting of Members to be held on Saturday, June 2, 2007, at the Anderson County Junior/Senior High School in Garnett, Kansas, and at adjournment thereof, on any matters coming before the meeting.
You are encouraged to specify your choices by marking the appropriate boxes on the left. This proxy card, if signed and returned, will be voted in accordance with your instructions on the left and authorizes the Proxies to take action in their discretion upon other matters that may properly come before the meeting. The Proxies cannot vote your units unless you sign and return this card.
If you sign, but do not specify how this proxy card should be voted, it will be voted FOR the election of Daniel V. Morgan, Donald S. Meats, Scott Brittenham and Steve Doering.
Signature:
Date:
Signature:
Date:
Please sign exactly as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give full title as such.
Check here to authorize East Kansas to send you electronic------------>>> x
communications in lieu of paper ones.
E-mail address: