Golden Grain Energy PRE 14A Preliminary proxy


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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GOLDEN GRAIN ENERGY, LLC
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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1822 43rd Street SW

Mason City, IA 50401

NOTICE OF 2022 SPECIAL MEETING OF MEMBERS

To be Held Monday, January [___], 2022

To our members:

The 2022 special meeting of members (the "Special Meeting") of Golden Grain Energy, LLC (the "Company") will be held on Monday, January [___], 2022, at the Columbia Club, 551 S. Taft Avenue, Mason City, Iowa, 50401. Registration for the meeting and lunch will begin at 12:00 p.m. The Special Meeting will follow the lunch, and will commence at approximately 1:00 p.m. The board of directors (the "Board") encourages you to attend the meeting unless the Company is forced to cancel the in-person meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON MONDAY, January [___], 2022:

◦This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting;

◦The proxy statement, proxy card and annual report to members are available at http://www.goldengrainenergy.com; and

◦If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy by calling our office at (641) 423-8525 or toll free at (888) 443-2676 or by written request at Golden Grain Energy, LLC at 1822 43rd Street SW, Mason City, IA 50401, by e-mail at info@ggecorn.com, or on our website at http://www.goldengrainenergy.com on or before ___________, 2022, to facilitate timely delivery.

The purposes of the meeting are to: (1) Amend and restate the Third Amended and Restated Operating Agreement dated February 15, 2007, as amended (our "Operating Agreement") to provide for four separate and distinct classes of units; Class A, Class B, Class C and Class D Units; (2) Reclassify our units into Class A, Class B, Class C and Class D Units for the purpose of discontinuing the registration of our units under the Securities Act of 1934 ("Exchange Act"); and (3) Adjourn or postpone the Special Meeting, if necessary or appropriate, for the purpose, among others, of soliciting additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the matters under consideration.

Only members listed on the Company's records at the close of business on __________, 2021 are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments thereof. For your proxy card to be valid, it must be RECEIVED by the Company prior to the start of the Special Meeting.

All members are cordially invited to attend the Special Meeting in person. However, to assure the presence of a quorum, the Board requests that you promptly sign, date and return a proxy card, whether or not you plan to attend the meeting. Proxy cards are available on the Company's website at http://www.goldengrainenergy.com and may be printed by the members. No personal information is required to print a proxy card. We will be sending you a proxy card approximately 10 days from the date of this letter. If you wish to revoke your proxy at the meeting and execute a new proxy card, you may do so by giving written notice to our CFO, Brooke Peters, prior to the commencement of the meeting. You may fax your completed proxy card to the Company at (641) 421-8457; email it to info@ggecorn.com or mail it to the Company at 1822 43rd Street SW, Mason City, Iowa 50401. If you need directions to the meeting, please contact the Company using the information listed above.

By order of the Board of Directors,

/s/ Dave Sovereign, Chairman

Mason City, Iowa

__________, 2021

Golden Grain Energy, LLC

1822 43rd Street SW

Mason City, Iowa 50401

Proxy Statement

2022 Special Meeting of Members

Monday, January [___], 2022

This proxy solicitation is being made by Golden Grain Energy, LLC (the "Company"). The proxy statement and proxy card were prepared by the board of directors (the "Board") of the Company for use at the 2022 special meeting of members of the Company to be held on Monday, January [___], 2022 (the "Special Meeting"), and at any adjournment thereof. The Special Meeting will be held at the Columbia Club, 551 S. Taft Avenue, Mason City, Iowa, 50401. The Company will give you written notice if the Company must cancel the in-person meeting. Registration for the meeting and lunch will begin at 12:00 p.m. The Special Meeting will follow the lunch, and will commence at approximately 1:00 p.m. Distribution of this proxy statement and the proxy card is scheduled to begin on or about __________, 2021. This solicitation is being made according to the SEC's Internet availability of proxy materials rules, however the Company may also use its officers, directors, and employees (without providing them with additional compensation) to solicit proxies from members in person or by telephone, email, facsimile or letter.

In this proxy statement, “Golden Grain” “GGE,” “we,” “our,” “ours,” “us” and the “Company” refer to Golden Grain Energy, LLC, an Iowa limited liability company.

“Reclassification” refers to the reclassification of certain of our registered units into Class A units and Class B units and into two newly-created classes: Class C, and Class D; the outstanding Class A units that are not reclassified will remain Class A units. As a result, following the Reclassification (if completed), we would have four classes of units: Class A, Class B, Class C, and Class D. References to our “Units” generally refers to our currently outstanding membership units; part of such outstanding units will be renamed as Class A, Class B, Class C, or Class D Units if the Reclassification is consummated.

Proposals to be Considered at the Special Meeting

The Board has authorized, and unanimously recommends for your approval at the Special Meeting, the following matters:


Item	Description	Board Voting Recommendation
No. 1	Adoption of proposed Fourth Amended and Restated Operating Agreement (the “Proposed Operating Agreement”)	FOR
No. 2	Approval of the Reclassification of Units	FOR
No. 3	Adjournment or postponement the Special Meeting, if necessary or appropriate, for the purpose, among others, of soliciting additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the matters under consideration.	FOR

Our members will vote on these matters separately. If Proposals 1 and 2 are not both approved, the Board, in its discretion may determine not to implement:

i.the Reclassification; or

ii.the terms and conditions of the Proposed Operating Agreement.

The Board will have the discretion to determine if and when to effect 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 the Securities and Exchange Commission (the "SEC"), the Board may determine not to effect the Reclassification.

We expect that if our members approve the Reclassification and Proposed Operating Agreement and the Board elects to effect the Proposed Operating Agreement, the Reclassification will become effective on [January __, 2022].

No member proposals will be able to be made or acted upon at the Special Meeting, and no member action will otherwise be able to be taken at the Special Meeting, other than voting on the above proposals.

Record Date

Only members of record on the Record Date are entitled to notice of, and to vote at, the Special Meeting. You may vote at the Special Meeting if you were the record owner of units of the Company at the close of business on [INSERT RECORD DATE], which is the record date. At the close of business on the record date, 19,873,000 units were issued and outstanding held by approximately 853 unit holders of record. If you are a holder of Class A and/or Class B Units of the Company, you are entitled to one vote on each proposal considered and voted upon at the Special Meeting for each Unit you held of record at the close of business on the Record Date.

Quorum; Vote Required for Approval

Pursuant to Section 6.3 of our Operating Agreement, members holding at least 30% of the outstanding units regardless of class, will constitute a quorum of the members for the Special Meeting. Since we had 18,953,000 Class A Units and 920,000 Class B Units outstanding and entitled to vote as of the Record Date, an aggregate of at least 5,961,900 Units regardless of class, need to be represented at the Special Meeting in order for there to be a quorum.

Approval of the Proposed Operating Agreement, including the provisions to effect the Reclassification, requires the affirmative vote of a majority of the outstanding units, represented at the Special Meeting where quorum is present and entitled to vote.

Abstentions or proxies or ballots marked to “withhold authority” will be counted for purposes of determining the presence or absence of a quorum for the transaction of business but will not be counted as votes cast for or against the proposals to be voted upon at the Special Meeting.

If a quorum is not present at the time and place scheduled for the Special Meeting, the members present at that time may reschedule the Special Meeting to a later date in order to give the Board additional time to solicit proxies for use at the Special Meeting. The proposal to adjourn or postpone the Special Meeting must be approved by the holders of at least a majority of the Units represented at the Special Meeting (even if a quorum is not present) in order for the meeting to be validly postponed or adjourned to solicit additional proxies or for other purposes.

Voting and Revocation of Proxies

You may vote your Units in person by attending the Special Meeting, or by mailing us your completed proxy. You must return the proxy card to the Company prior to the start of the Special Meeting for your vote to be valid. If a proxy card is submitted by mail without instructions as to the three proposals, the proxies will be voted “FOR” the Proposed Operating Agreement; “FOR” the Reclassification; and “FOR” the adjournment or postponement of the meeting if the board determines it is necessary or desirable to do so.

A member who returns a proxy card to the Company before the Special Meeting but wants to change the member's vote, can do so at any time by (i) delivering a written revocation and/or completing and delivering a new proxy card to the Company’s CFO, Brooke Peters, at the Company's principal office at 1822 43rd Street SW, Mason City, Iowa 50401 which is RECEIVED prior to the start of the Special Meeting, or (ii) attending the Special Meeting and delivering a written revocation to the Company's CFO, Brooke Peters, at the commencement of the Special Meeting.

If your Units are held in the name of your brokerage firm, bank, fiduciary, trustee, custodian or other nominee, you are considered the beneficial owner of Units held in your name. If you are the beneficial owner of your Units and not the holder of record, you will need to contact your brokerage firm, bank, fiduciary, trustee, custodian or other nominee to revoke any prior voting instructions or bring with you a legal proxy from your brokerage firm, bank, fiduciary, trustee, custodian or other nominee authorizing you to vote the Units.

Solicitation of Proxies; Expenses of Solicitation

The proxy materials are being provided to you by the Company and proxies will be solicited on behalf of the Company by our directors, officers and employees. The original solicitation of proxies will be made primarily by mail, and supplemented by

solicitations by our directors, officers and employees by telephone, electronic or other means to request members return their proxy cards or attend the Special Meeting. No additional compensation for these services will be paid to our directors, officers and employees, but will be reimbursed for any transaction expenses they incurred.

The Company will bear the expenses in connection with this solicitation of proxies. Copies of the proxy materials and any other solicitation materials will be provided to brokerage firms, banks, fiduciaries, trustees, custodians or other nominees holding Units in their names that are beneficially owned by others so that they may forward the solicitation materials to such beneficial owners. We will reimburse brokerage firms, banks, fiduciaries, trustees, custodians or other nominees, for the reasonable out-of-pocket expenses incurred by them in connection with forwarding the proxy materials or any other solicitation materials. The Company has not employed any third party to solicit proxies for the Special Meeting.

We are mailing the Notice of Internet Availability of Proxy Materials and making the proxy materials available to our members on or about [INSERT MAIL/FILE DATE].

Authority to Adjourn the Special Meeting to Solicit Additional Proxies

QUESTIONS AND ANSWERS ABOUT THE RECLASSIFICATION

This summary provides an overview of material information about the proposed Reclassification and the proposed amendment and restatement to the Third Amended and Restated Operating Agreement, as amended, by adopting the proposed Fourth Amended and Restated Operating Agreement. However, it is a summary only. To better understand the Reclassification and for a more complete description of its terms, we encourage you to carefully read this entire document and the documents to which it refers before voting.

Q: What is the Reclassification?

A: We are proposing that our members amend and restate our Third Amended and Restated Operating Agreement dated February 15, 2007, as amended (our “Operating Agreement”) by adopting the proposed Fourth Amended and Restated Operating Agreement (the “Proposed Operating Agreement”). If the Proposed Operating Agreement is adopted, it will, among other things, provide for four separate classes of units: Class A, Class B, Class C, and Class D Units. Certain of our outstanding Class A Units and Class B Units will be reclassified on the basis of one Class A, Class B, Class C, or Class D unit for each Unit currently held, as follows:

◦Holders of 20,001 or more of our Units, regardless of class, into Class A Units;

◦Holders of 10,001 to 20,000 of our Units, regardless of class, into Class B Units;

◦Holders of exactly 10,000 of our Units, regardless of class, into Class C Units; and

◦Holders of less than 10,000 of our Units, regardless of class, into Class D Units.

The adoption of the Proposed Operating Agreement and the Reclassification must both be approved to effect the Reclassification. For more information about the terms of the Reclassification and the Proposed Operating Agreement, please refer to “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION” and “THE FOURTH AMENDED AND RESTATED OPERATING AGREEMENT.”

Neither the SEC nor any state securities commission has approved or disapproved the Proposed Operating Agreement or the Reclassification, or has passed upon the merits or fairness of the Reclassification or upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

Q: What is the purpose and structure of the Reclassification?

A: The purpose of the Reclassification is to allow us to suspend our SEC reporting obligations (known as “going private”). The primary effect of the Reclassification will be to reduce the total number of unit holders of record of our current Class A Units to below 300 unit holders by reclassifying part of our current Class A Units as Class B, Class C or Class D Units. This will allow us to suspend our registration under the Securities Exchange Act of 1934 (the “Exchange Act”) and relieve us of the costs of preparing and filing public reports and other documents. It will also allow our management and employees to shift time spent from complying with SEC reporting obligations to our operational and business goals.

The Reclassification is being effected at the unit holder level. This means that we use the number of Units registered in the name of each holder to determine how that holder’s Units will be reclassified. On [November __], 2021, the Company sent a letter to its members notifying them that they had until January 17, 2022 to make transfers of Units before the Reclassification. The purpose of this letter was to allow our members the opportunity to make transfers (subject to our Operating Agreement and applicable laws) before the Reclassification so that they could own the requisite number of Units to be in their desired class. We have restricted transfers after January 17, 2022 to allow the Company to determine the number of Class A, Class B, Class C, and Class D members that would result from the Reclassification before providing our members with proxy materials.

Q: What will be the effects of the Reclassification?

A: The Reclassification is a “going private transaction,” meaning that it will allow us to deregister with the SEC, and we will no longer be subject to reporting obligations under federal securities laws. As a result of the Reclassification:

•The Class A Units currently registered under the Exchange Act (some of which will be reclassified as Class B, Class C, and Class D Units) will be reduced from 18,953,000 units to 13,004,306 Class A Units, and the number of unit holders of currently-registered Class A Units will decrease from 836 Class A Unit holders to approximately 167 Class A Unit holders;

•Class B Units will correspondingly increase from approximately 920,000 units to approximately 3,472,575 Class B Units, and the number of unit holders of currently-registered Class B Units will increase from 48 Class B Unit holders to approximately 199 Class B unit holders;

•The newly-created Class C Units will correspondingly increase to approximately 2,840,000 units held by approximately 301 Class C unit holders;

•The newly-created Class D Units will correspondingly increase to approximately 556,119 units held by approximately 186 Class D unit holders;

•The percentage of beneficial ownership of and voting power held by directors and executive officers of GGE as a group will be 10.86% of the Class A and Class B Units before to approximately 15.53% of the Class A Units after the Reclassification, which is unlikely to materially change their collective ability to control the Company in their capacity as members;

•Certain Class A and Class B Unit holders will receive one Class A, Class B, Class C or Class D Unit (as applicable) for each Unit they held immediately before the Reclassification, and they will continue to have an equity interest in GGE and share in our profits and losses and may be entitled to realize any future value received in the event of any sale of the Company;

•Certain Class A and Class B Unit holders will be required to surrender their original Units in exchange for Class A, Class B, Class C or Class D Units, for which they will receive no consideration (other than the Units received in the Reclassification);

•Because the number of record unit holders of our Class A Units currently registered under the Exchange Act will be reduced to less than 300, and because the number of record holders of our existing Class B Units will continue to be less than 500, and our new Class C and Class D Units will be less than 500 for each class, we will be allowed to suspend our status as an SEC reporting company;

•The Class B unit holders will have limited voting rights which include the right to elect Elected Directors (voting with Class A, and Class C unit holders) and to vote on dissolution of the Company and certain limited fundamental transactions or matters out of the ordinary course, and as may be required by Iowa law, and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class B unit holders, alter the economic interests of the Class B unit holders, and any amendments to Sections 5.1 and 5.2 of the Proposed Operating Agreement. The loss of other voting rights may cause potential purchasers of Class B Units to value these Units at a value less than Class A Units;

•The Class C unit holders will have limited voting rights which include the right to elect Elected Directors (voting with Class A, and Class B unit holders) and to vote on dissolution of the Company, certain limited matters out of the ordinary course, as may be required by Iowa law, and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class C unit holders or alter the economic interests of the Class C unit holders. The loss of other voting rights may cause potential purchasers of Class C Units to value these Units at a value less than Class A and Class B Units; and

•The Class D unit holders will have limited voting rights which include the right to vote on dissolution of the Company, certain limited matters out of the ordinary course, as may be required by Iowa law, and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class D unit holders or alter the economic interests of the Class D unit holders. The loss of other voting rights may cause potential purchasers of Class D Units to value these Units at a value less than Class A, Class B and Class C Units.

For more information, please refer to the subheadings "Effects of the Reclassification on GGE" and “Effects of the Reclassification on Unit Holders of GGE" under "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION."

Q: What does it mean for GGE and our members that GGE will no longer be subject to federal securities laws reporting obligations?

A: We will no longer be required to file annual, quarterly and current reports with the SEC. These reports contain important information about GGE’s business and financial condition, which will no longer be publicly available. However, under the Proposed Operating Agreement, our members will be allowed to inspect and copy, upon reasonable request, GGE's books and records. Additionally, GGE intends to make available to the members an annual report containing GGE’s audited financial statements and quarterly reports containing GGE’s unaudited financial statements. These financial statements and annual and quarterly reports; however, may not be the same as those required for reporting companies, and we will no longer be subject to the regulations for reporting companies. The liquidity of the Units you hold in GGE may be reduced since there will be no public information available about GGE, and all of our Units will only be tradable in privately-negotiated transactions, or through the availability of a qualified-matching service. We will also no longer be directly subject to the provisions of the Sarbanes-Oxley Act of 2002 (“SOX”) applicable to public-reporting companies, which, among other things, requires our CEO and CFO to certify as to the accuracy of our financial statements and internal controls over financial reporting.

Q: Why are you proposing the Reclassification?

A: Our reasons for the Reclassification are based on:

•The administrative burden and expense of making our periodic filings with the SEC;

•As a reporting company, we must disclose information to the public, including information that may be helpful to actual or potential competitors in challenging our business operations and taking market share, employees and customers away from us. Terminating our reporting obligations will help to protect sensitive information from disclosure;

•Operating as a private company will reduce the burden on our management and employees from increasingly stringent SEC-reporting requirements, thus allowing management to focus more of its attention directly on our business operations;

•Management will have increased flexibility to consider and initiate actions that may produce long-term benefits and growth, such as a merger or sale of the Company, without being required to file proxy materials with the SEC and otherwise comply with proxy rules under the Exchange Act;

•Our members receive limited benefit from GGE being an SEC-reporting company because of our small size and the limited trading of our Units, especially when compared to the costs of disclosure pursuant to SEC requirements and SOX compliance;

•We have been able to structure our going private transaction to allow all of our members to retain an equity interest in GGE, and none of our members would be forced out; and

•We anticipate the expense of a going private transaction will be less than the cumulative future expenses of complying with continued SEC reporting obligations and SOX compliance.

We considered that some of our members may prefer that we continue as an SEC reporting company, which is a factor weighing against the Reclassification. However, we believe that the disadvantages and costs of continuing our SEC reporting obligations outweigh the advantages. The Board considered several positive and negative factors affecting members who will hold our Class A Units, as well as those members whose Units will be reclassified into Class B, Class C or Class D Units in making its determination, as discussed throughout this proxy statement.

Based on a careful review of the facts related to the Reclassification, the Board has unanimously concluded that the terms of the Reclassification are substantively and procedurally fair to our members. The Board unanimously approved the Reclassification. Please see the subheadings "Reasons for the Reclassification," "Fairness of the Reclassification" and "Board Recommendation” under “SPECIAL FACTORS RELATED TO THE RECLASSIFICATION."

Q: What changes to our Operating Agreement are being proposed by the Board?

A: The Board has proposed amending and restating our Operating Agreement by adopting the Proposed Operating Agreement, primarily to reclassify our Units and revise the voting, transfer, and economic rights of each class.

For more information, please refer to the information under “THE FOURTH AMENDED AND RESTATED OPERATING AGREEMENT.” To review all of the proposed changes to our Operating Agreement, please see Appendix B: “Proposed Fourth Amended and Restated Operating Agreement.”

Q: What is the Board’s recommendation regarding the Reclassification?

A: The Board has determined that the Reclassification is in the best interests of our members. The Board unanimously approved the Reclassification and recommends that our members vote “FOR” the Reclassification and “FOR” the adoption of the Proposed Operating Agreement.

Q: What will I receive in the Reclassification?

A: If you are the record holder of 20,001 or more of our existing Units, regardless of class, on the date of the Reclassification, any of your Class A Units will not be reclassified, but any existing Class B Units will be automatically converted into Class A Units. If you are the record holder of 10,001 to 20,000 of our existing Units on the date of the Reclassification, any of your Class B Units will not be reclassified, but any existing Class A Units will be automatically converted into Class B Units. If you are the record holder of exactly 10,000 Units on the date of the Reclassification, your Units will automatically be converted into an equal number of Class C Units. If you are the record holder of less than 10,000 of our Units on the date of the Reclassification, your Units will automatically be converted into an equal number of Class D Units.

If the Reclassification is adopted and you receive Class A Units, Class B, Class C or Class D Units:

•You will receive no other consideration for your Units when they are reclassified;

•Class B, Class C and Class D unit holders will have limited voting rights and thus may hold Units with less value;

•You will receive Units with very limited transferability rights, which may be even less liquid than the Units you currently hold; and

•You will lose the benefits of holding securities registered under Section 12 of the Exchange Act.

Q: What are the differences between the Class A, Class B, Class C and Class D Units?

A: Generally, if members approve the Proposed Operating Agreement, the voting rights of the Class A Units will remain unchanged. The Class B unit holders will have limited voting rights which include the right to elect Elected Directors (voting with Class A, and Class C unit holders) and to vote on dissolution of the Company, certain limited fundamental transactions and matters out of the ordinary course, as may be required by Iowa law, and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class B unit holders, alter the economic interests of the Class B unit holders, and any amendments to Sections 5.1 and 5.2 of the Proposed Operating Agreement. The Class C unit holders will have limited voting rights which include the right to elect Elected Directors (voting with Class A, and Class B unit holders) and to vote on dissolution of the Company, on certain limited matters out of the ordinary course, as may be required by Iowa law, and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class C unit holders or alter the economic interests of the Class C unit holders. The Class D unit holders will have limited voting rights which include the right to vote on dissolution of the Company, on certain limited matters out of the ordinary course, as may be required by Iowa law and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class D unit holders or alter the economic interests of the Class D unit holders.

All Class A, Class B, Class C, and Class D Units will continue to be restricted to certain "permitted transfers," in accordance with Section 9.2 and 9.3 of the Proposed Operating Agreement. All transfers will be prohibited to the extent any transfer which would impose SEC reporting requirements. Under the Proposed Operating Agreement, the new Class C and Class D unit holders will receive the same share of our regular/non-liquidating distributions as our Class A and Class B unit holders.

Under the Proposed Operating Agreement, Class A, Class B. Class C, and Class D unit holders will have equal liquidation preference. Please refer to the comparison table under “THE FOURTH AMENDED AND RESTATED OPERATING AGREEMENT” below for more detailed information.

Q: Why are 20,001 Units, 10,001-20,000 Units, 10,000 Units, and below 10,000 Units the thresholds for determining who will retain Class A or Class B Units and who will receive Class A, Class B, Class C or Class D Units?

A: The purpose of the Reclassification is to reduce the number of record holders of our currently registered Class A Units to less than 300 and to have less than 500 holders of each of our Class B, Class C, and Class D Units, which will allow us to deregister as an SEC reporting company. The Board selected the respective threshold numbers to enhance the probability that we will achieve the applicable unit holder numbers for each class after the Reclassification, if approved.

Q: When is the Reclassification expected to be completed?

A: If the Reclassification is approved, we expect to complete it as soon as practicable following the Special Meeting.

Q: What if the Reclassification is not approved or is not later implemented?

A: The Reclassification will not be completed if less than a majority of the Units represented at the Special Meeting are voted for the Reclassification. Additionally, the Board will have the discretion to determine if and when to effect the Proposed Operating Agreement and the Reclassification, and may abandon them, 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 SEC reporting obligations, the Board may determine not to effect the Reclassification.

If the Reclassification is not completed, we will continue our current operations under our current Operating Agreement, and we will continue to be subject to SEC reporting requirements.

Q: What will happen if GGE gains additional unit holders in the future?

A: We are currently subject to the reporting obligations under the Exchange Act because we have more than 300 unit holders of record of our Class A Units. If the unit holders approve the Reclassification, our currently-registered Class A Units will be held by less than 300 unit holders of record. We may then suspend the registration of those Units and the obligation to file periodic reports. Therefore, if we ever have 300 or more holders of our Class A units, or 500 or more holders of our Class B, Class C, or Class D units, then we will again be responsible for filing reports with the SEC.

Q: If the Reclassification is approved, will GGE continue to have its annual financial statements audited, and will I continue to receive information about GGE?

A: Even if we terminate our registration with the SEC, we will continue to make available to our members an annual report containing audited financial statements in accordance with our Operating Agreement and the Proposed Operating Agreement. In addition, we will continue to make available to our members quarterly reports containing unaudited financial statements. Members, however, will not receive the same level of disclosure as before the Reclassification, because the financial information will not be subject to the disclosure requirements and obligations that the federal securities laws require of public companies.

Q: Will I have appraisal rights in connection with the Reclassification?

A: Under Iowa law and our Operating Agreement, you do not have appraisal or dissenter’s rights in connection with the Reclassification. However, other rights or actions besides appraisal and dissenter’s rights may exist under Iowa law or federal securities laws for members who can demonstrate that they have been damaged by the Reclassification.

Q: What are the tax consequences of the Reclassification?

A: We believe the Reclassification, if approved and completed, will have the following federal income tax consequences:

•The Reclassification should result in no material federal income tax consequences to GGE;

•Those members continuing to hold our Units as Class A or Class B Units will not recognize any gain or loss in connection with the Reclassification;

•Those members receiving Class A, Class B, Class C or Class D Units will not recognize any gain or loss in connection with the Reclassification. Their adjusted tax basis in their Class A, Class B, Class C or Class D Units held immediately after the Reclassification will equal their adjusted tax basis in their Units held immediately before the Reclassification, and the holding period for their Class A, Class B, Class C and Class D Units will include the holding period during which their original Units were held.

•The Reclassification will have no effect on your ability to use otherwise suspended passive activity losses or net operating loss carry forwards.

Please refer to "Material Federal Income Tax Consequences of the Reclassification" under the heading "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION." The tax consequences of the Reclassification are complicated and may depend on your particular circumstances. Please consult your tax advisor to determine how the Reclassification will affect you.

Q: Should I send in my unit certificates now?

A: No. If the Reclassification is approved, we will send you written instructions for exchanging your unit certificates for Class A, Class B, Class C or Class D Units, as applicable, after the Reclassification is completed.

Q: Do GGE’s directors and officers have different interests in the Reclassification?

A: Directors and executive officers have interests in the Reclassification that may present actual or potential, or the appearance of actual or potential, conflicts of interest in connection with the Reclassification. Please refer to "Interests of Certain persons in the Reclassification" under the heading "SPECIAL FACTORS RELATED TO THE RECLASSIFICATION."

We expect that all of our directors who own Units will own 20,001 or more Units at the effective time of the Reclassification, and, therefore, will be Class A Unit holders if the Reclassification is approved. Because there will be fewer Class A Units following the Reclassification, and because the Class B, Class C and Class D Units will have limited voting rights, the directors who will be Class A Unit holders will own a larger percentage of the voting interest in the Company than they currently have.

As of the record date, our directors and executive officers collectively own and have voting power over 2,158,166 Units, or 10.86% of all of our Units, which includes (i) 2,019,166 Class A Units or 10.65% of the Class A Units, and (ii) 139,000 or 15.11% of the Class B Units. After the Reclassification, we estimate the directors and executive officers will beneficially hold and have voting power over 15.53% of the Class A Units. This is a potential conflict of interest because our directors approved the Reclassification and the Proposed Operating Agreement and recommend that you approve such proposals. Despite the potential conflict of interest, the Board believes the Reclassification is fair to unaffiliated members who will continue to hold Class A, and Class B Units, unaffiliated members who will receive Class C Units, and unaffiliated members who will receive Class D Units.

Q: How is GGE financing the Reclassification?

A: We estimate that the Reclassification will cost approximately $50,000, consisting of professional fees and other expenses related to the Reclassification. See "Fees and Expenses" for a breakdown of the expenses of the Reclassification. We intend to pay these expenses using working capital. Our board has attempted to balance the interests of reducing our expenses in transitioning to a non-SEC reporting company while at the same time affording all unit holders the opportunity to retain an equity ownership interest in the Company.

Q: Where can I find more information about GGE?

A: Information about us is available at our website at https://www.ggecorn.com, under “Investors – Financial Statements & SEC,” which includes links to reports we have filed with the SEC. The contents of our website are not incorporated by reference in this Proxy Statement.

Q: Who can help answer my questions?

A: If you have questions about the Reclassification or need assistance in voting your Units, you should contact the Company's CFO, Brooke Peters at 641-423-8525 or email her at info@ggecorn.com. The company’s address is: 1822 43rd Street SW, Mason City, Iowa 50401.

Q: What is the voting requirement for approval of the Reclassification?

A: The voting requirement for approval of the Reclassification is a majority of the Units present at a meeting where a quorum is present. A quorum is 30% of the total Membership Voting Interests. Currently 5,961,900 Units must be present, in person or by proxy, to constitute a quorum at the Special Meeting. You may vote your Units in person by attending the Special Meeting, or by mailing us your completed proxy card. You must return your proxy card to the Company no later than [INSERT TIME] on [DAY, MONTH DATE, 2022] for your vote to be valid if you do not plan to attend the meeting in person.

We are also asking our members to grant full authority for the Special Meeting to be adjourned, if necessary or desirable, for the purpose, among others, of soliciting additional proxies to approve the proposals presented in this proxy statement. The proposal to adjourn or postpone the Special Meeting must be approved by the holders of at least a majority of the outstanding Units represented at the Special Meeting (even if a quorum is not present) in order for the meeting to be validly postponed or adjourned to solicit additional proxies or for other purposes.

Q: Who will count the votes?

A: Votes will be tabulated by the Company's CFO, Brooke Peters and Human Resources Manager, Whitney Brierly, who will separately tabulate affirmative and negative votes and abstentions.

FINANCIAL INFORMATION

Pro Forma Information

Due to the fact that the Reclassification will save the Company $167,000, an amount which the Company believes is not material, no pro forma financial information showing the effect of the Reclassification on the Company's balance sheet, the Company's statement of income, earnings per unit and the Company's book value per unit has been prepared.

SPECIAL FACTORS RELATED TO THE RECLASSIFICATION

Overview

This proxy statement is furnished in connection with the solicitation of proxies by the Board at a Special Meeting at which our members will be asked to consider and vote upon amending and restating our Operating Agreement as set forth in the Proposed Operating Agreement. If approved, the Proposed Operating Agreement will, among other things, result in a reclassification of our Units into a total of four separate and distinct classes. We intend, immediately following the Reclassification, to terminate the registration of our Units with the SEC and suspend further reporting under the Exchange Act.

As of [●], 2021, we had 19,873,000 total units issued and outstanding held by approximately 853 total holders of record. Of the total Units, we had 18,953,000 Class A Units issued and outstanding held by approximately 836 Class A Unit holders of record. Of the total Units, we had 920,000 issued and outstanding Class B units held by approximately 48 units holders of record. Of those approximately 853 unit holders, approximately 167 or 19.58% hold 20,001 or more units, approximately 199, or 23.33%, hold between 10,001-20,000 units each, approximately 301 or 35.29%, hold exactly 10,000 units each, and approximately 186 or 21.81% hold less than 10,000 units each. If our members approve the Reclassification at the Special Meeting and the Board implements it, the Reclassification will generally affect our members as follows:


POSITION BEFORE THE RECLASSIFICATION			EFFECT OF THE RECLASSIFICATION
Record holders of 20,001 or more Units			Unit holders will continue to hold the same number of Units held before the Reclassification but any Class B Units held will be reclassified as Class A Units.
Record holders of 10,001-20,000 Units			Unit holders will continue to hold the same number of Units held before the Reclassification but any Class A Units held will be reclassified as Class B Units.
Record holders of exactly 10,000 Units			Unit holders will hold the same number of Units held before the Reclassification but such units will be reclassified as Class C Units.


Record holders of less than 10,000 Units			Unit holders will hold the same number of Units held before the Reclassification but such units will be reclassified as Class D Units.
Unit holders holding units in “street name” through a nominee (such as a bank or broker)			The Reclassification will be effected at the unit holder level. If your Units are held through a nominee, please refer to “Units Held in a Brokerage or Custodial Account” below.

Background

As an SEC reporting company, we must prepare and file with the SEC, among other items: annual reports on Form 10-K; quarterly reports on Form 10-Q; Current Reports on Form 8-K; and proxy statements on Form 14A. Our management and several of our employees spend considerable time and resources preparing and filing these reports, and we believe that we could beneficially use such time and resources for directly operating our business. Also, as a reporting company, we must disclose information to the public that may be helpful to our actual or potential competitors in challenging our business operations and taking market share, employees and customers away from us. In addition, the costs of reporting obligations comprise a significant overhead expense. These costs include securities counsel fees, auditor fees, special board meeting fees, costs of printing and mailing documents, and word processing and filing costs. Our registration and reporting-related costs have increased and continue to increase due to the requirements of SOX and more stringent regulations. For example, Section 404 of SOX requires us to include our management’s report on, and assessment of, the effectiveness of our internal controls over financial reporting in our annual reports on Form 10-K.

We estimate that our costs and expenses in connection with SEC reporting for 2021 will be approximately $167,000. Becoming a non-SEC reporting company will allow us to avoid these costs and expenses going forward. In addition, once our SEC reporting obligations are suspended, we will not be directly subject to the provisions of SOX that apply to reporting companies or the liability provisions of the Exchange Act, and our officers will not be required to certify the accuracy of our financial statements under SEC rules.

There can be many advantages to being a public company, possibly including a higher value for our Units, a more active trading market and the enhanced ability to raise capital or make acquisitions. However, to avoid being taxed as a corporation under the publicly-traded partnership rules, our Units cannot be traded on an established securities market or be readily tradable in a secondary market, which means there is a limited market for our Units, regardless of whether we are public company. Based on the limited number of Units available and the trading restrictions we must observe, we believe it is highly unlikely that our Units would ever achieve an active and liquid market comprised of many buyers and sellers. In addition, because of our limited trading market and our status as a limited liability company, we are unlikely to be positioned to use our public company status to raise capital through sales of additional securities in a public offering or to acquire other business entities using our Units as consideration. We have therefore not been able to effectively take advantage of the benefits of being a public company.

The Board considered and approved the various aspects of the reclassification and deregistration process over the course of several board meetings. The Board considered the reclassification and deregistration process and decided that the benefits of being an SEC-reporting company are substantially outweighed by the burden on management, the expense related to the SEC reporting obligations and the burden on the Company’s ability to explore long-term strategies while being a public reporting company. The Board concluded that becoming a non-SEC reporting company would allow us to avoid these costs and expenses.

At these meetings, the Board also considered the requirements and alternatives for a going private transaction, including a reverse unit split, self-tender offer whereby members owning less than a certain number of Units would be “cashed out,” and a reclassification of our Units to reduce our number of record holders to below 300. Because our cash resources are limited, and we believe many of our members feel strongly about retaining their equity interest in the Company, the Board found the prospect of effecting a going private transaction by reclassifying some of our Units an attractive option.

The Board discussed that each class would have different voting rights. Additionally, the Board discussed the business considerations for engaging in a going private transaction, highlighting the advantages and disadvantages and issues raised in a going private transaction, as discussed below.

The Board also discussed the process and mechanism for going private at the meeting. The Board discussed the possibility of forming an independent special committee to evaluate the Reclassification. However, because our directors would be treated the same as the other member and no consideration was given to the Unit ownership of the board members in determining the Unit cutoff number, the Board concluded that a special committee for the Reclassification was not needed. The Board also discussed requiring approval of the transaction by a majority of unaffiliated members and considered the fact that the interests of the members receiving Class B, Class C or Class D Units are different from the interests of the members owning Class A Units and may create actual or potential conflicts of interest in connection with the Reclassification. However, because affiliated and

unaffiliated members would be treated identically in terms of the approval process of the Reclassification, the Board believed a special vote was not necessary.

In particular, the Board took the following actions:

•At the June 2021 board meeting, all directors were present for GGE's annual strategic planning session. At the meeting, the board discussed the pros and cons of proceeding with suspending GGE's SEC reporting obligations.

•At the July 2021 board meeting, all directors were present. The Board discussed the structure of the Reclassification.

•At the August 2021 board meeting, all directors were present. The Board considered the thresholds for the Reclassification and rights assigned to each class.

•At the October 2021 board meeting, all directors were present. The Board considered the draft preliminary proxy statement for the Special Meeting.

Reasons for the Reclassification

We are undertaking the Reclassification to end our SEC reporting obligations, which will save us and our unit holders the substantial costs of being a reporting company. The specific factors the Board considered in electing to undertake the Reclassification and suspend our reporting obligations are as follows. In view of the wide variety of factors considered in evaluating the Reclassification, the Board did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weights to the specific factors considered in reaching its determination.

•As a small company whose units are not listed on any exchange or traded on any quotation system, we have struggled to sustain the costs of being a public company, while not enjoying many benefits. We estimate that by suspending our reporting obligations, we will be able to reallocate resources and eliminate anticipated costs of approximately $167,000 annually starting in our fiscal year ending October 31, 2022. These estimated annual expenses include reduced accounting and audit expenses ($25,000), reduced legal expenses ($40,000), XBRL Edgarization reporting compliance ($15,000), staff and executive time not included in other categories ($50,000); internal control testing and SOX compliance ($10,000) and other miscellaneous expenses ($27,000). These amounts represent estimated savings after considering the legal, accounting and auditing expenses expected to continue after the going private transaction. For example, we will continue to incur some accounting and auditing expenses to maintain our books and records in accordance with GAAP and make available annual and quarterly reports to our members.

•We expect to continue to make available to our members GGE's financial information annually and quarterly, but these reports will not be required to comply with many of the information requirements applicable to SEC periodic reports and will not generally include that information. Therefore, we anticipate that the costs of these reports will be substantially less than the costs we currently incur and would otherwise incur in the future in connection with our periodic filings with the SEC.

•Our members receive limited benefit from being an SEC reporting company because of our small size and limited trading of our Units. In the Board’s judgment, little or no justification exists for the continuing direct and indirect costs of SEC reporting, especially since: our compliance costs have increased because of heightened government oversight; there is a low trading volume in our Units; and when the Board approved the Reclassification, approximately 186 of our members held less than 10,000 Units.

•We expect that any need to raise capital or enter into other financing or business consolidation arrangements will likely not involve raising capital in the public market. If we need to raise additional capital, we believe that there are comparable sources of additional capital available through borrowing, private sales of equity or debt securities, or alternative business consolidation transactions. Additionally, our ability to explore, secure and structure such transactions may be more successful without the requirement of publicly reporting such negotiations and transactions. However, we recognize that we may not be able to raise additional capital or finalize a transaction with a third party when required, or that the cost of additional capital or the results of any such transactions will be attractive.

•To avoid being taxed as a corporation under the publicly-traded partnership rules under the Internal Revenue Code, our Units are not listed on an exchange. Although trading of our Units is facilitated through a qualified matching service, we do not enjoy sufficient market liquidity to enable our members to trade their Units easily. In addition, our Units are subject to transferability restrictions, requiring the consent of the Board in most instances. We also do not have sufficient liquidity in our Units to use it as potential currency in an acquisition. As a result, we do not believe that registration of our Units under the Exchange Act has benefited our members in proportion to the costs we have incurred and expect to incur.

•As a reporting company, we must disclose information to the public which may be helpful to our direct and indirect competitors in challenging our business operations. Some of this information includes disclosure of material agreements affecting our business, the development of new technology, product research and development, known market trends and contingencies that may impact our operating results. Competitors can use that information to take market share, employees, and customers away from us. Suspending our reporting obligation will help to protect sensitive information from disclosure.

•We expect that suspending our reporting obligations will reduce the burden on our management and employees from the increasingly stringent SEC reporting requirements and allow them to focus more of their attention on our business objectives.

•We expect that suspending our reporting obligations will increase management’s flexibility to consider and initiate actions such as a merger or sale of the Company without being required to file a preliminary proxy statement with the SEC and otherwise comply with Regulation 14A of the Exchange Act.

•The Reclassification proposal allows our members to retain an equity interest in GGE and to continue to share in our profits and losses and distributions.

•We expect that suspending our reporting obligations may reduce the expectation to produce short-term per Unit earnings and may increase management’s flexibility to consider and balance actions between short-term and long-term growth objectives.

We considered that some of our members may prefer to continue as members of an SEC reporting company, which is a factor weighing against the Reclassification. The Board also considered the following potential negative consequences of the Reclassification to our members, and in particular to our members who will receive Class B, Class C and Class D Units:

•Our members will lose the benefits of registered securities, such as access to information about the Company required to be disclosed in periodic reports to the SEC.

•Our members will lose certain statutory safeguards since we will no longer be subject to SOX requirements that require our CEO and CFO to certify as to the Company’s financial statements and internal controls over financial reporting and as to the accuracy of our reports filed with the SEC.

•The value and liquidity of our Units may be reduced as a result of the Company no longer being a public company and because of the differing terms among the reclassified Units.

•We have incurred and will incur costs, in terms of time and dollars, in connection with going private.

•Going private may reduce the attractiveness of stock-based incentive plans, which are often used to attract and retain executives and other key employees.

•Our officers and directors may have potential liability due to the “interested” nature of the transaction.

•Due to the restrictions involved in the private sale of securities, we may have increased difficulty in raising equity capital in the future, potentially limiting our ability to expand.

However, we believe that the disadvantages of remaining a public company subject to the registration and reporting requirements of the SEC outweigh the advantages, as described above.

We also considered various alternatives to accomplish the proposed transaction, including a tender offer, a stock repurchase on the open market or a reverse stock split whereby unit holders owning less than a certain number of units would be “cashed out.” Ultimately, we elected to proceed with the Reclassification because these alternatives could be more costly, might not have effectively reduced the number of members below 300, and would not allow all members to retain an equity interest in GGE. We have not received any proposal from third parties for any business combination transactions, such as a merger, consolidation or sale of all or substantially all of our assets. The Board did not seek any such proposal in connection with the Reclassification because these types of transactions are inconsistent with the narrower purpose of the proposed transaction, which is to discontinue our SEC reporting obligations.

Other than the cost savings and other benefits associated with becoming a non-SEC reporting company, we do not have any other purpose for engaging in the Reclassification at this particular time.

Fairness of the Reclassification

Based on a careful review of the facts and circumstances relating to the Reclassification, the Board has unanimously concluded that the Proposed Operating Agreement and the Rule 13e-3 transaction, including the terms of the Reclassification, are substantively and procedurally fair to all of our members, including unaffiliated members. The Board unanimously approved the Reclassification and recommends that our members vote “FOR” the Reclassification and “FOR” the adoption of the Proposed Operating Agreement.

In its consideration of both the procedural and substantive fairness of the transaction, the Board considered the potential effect of the transaction as it relates to all unaffiliated members generally, to members receiving Class B, Class C or Class D Units and to members continuing to own units as Class A and Class B Units. Because the transaction will affect members differently only to the extent that some will receive different classes of Units in the Reclassification, these are the only groups of members for which the Board considered the relative fairness and the potential effects of the Reclassification.

Substantive Fairness

The factors that the Board considered positive for our unaffiliated members include the following:

•Our unaffiliated members will continue to have an equity interest in GGE and participate equally in future profit and loss allocations and distributions on a per Unit basis.

•Our affiliated members will be treated in the same manner in the Reclassification as our unaffiliated members and will be reclassified according to the same standards.

•Our unaffiliated members are not being “cashed out” in connection with the Reclassification, and all of our Units will continue to have the same material economic rights and preferences.

•The voting rights of the Class A Units will remain unchanged. The Class B members will have limited voting rights which include the right to elect Elected Directors (voting with Class A, and Class C unit holders) and to vote on dissolution of the Company, and certain limited fundamental transactions and matters out of the ordinary course, as may be required by Iowa law, and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class B members, alter the economic interests of the Class B members, and any amendments to Sections 5.1 and 5.2 of the Proposed Operating Agreement. The Class C members will have limited voting rights which include the right to elect Elected Directors (voting with Class A, and Class B members) and to vote on dissolution of the Company, on certain limited matters out of the ordinary course, as may be required by Iowa law, and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class C members or alter the economic interests of the Class C members. The Class D members will have limited voting rights which include the right to vote on dissolution of the Company, on certain limited matters out of the ordinary course, as may be required by Iowa law, and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class D members or alter the economic interests of the Class D members. All Class A, Class B, Class C, and Class D Units will continue to be restricted to certain "permitted transfers," in accordance with Section 9.2 and 9.3 of the Proposed Operating Agreement. Any transfer which would impose SEC reporting requirements will be prohibited. Under the Proposed Operating Agreement, the new Class C and Class D members will receive the same share of our regular/non-liquidating distributions as our Class A and Class B members. Under the Proposed Operating Agreement, Class A, Class B. Class C, and Class D members will have equal liquidation preference.

•Our smaller unaffiliated members who prefer to become Class A or Class B Unit holders had notice that they had until January 17, 2022 to acquire sufficient Units to hold 20,001 or more Units in their own names before the Reclassification. The limited market for our Units may have made acquiring Units difficult, and there may have been acquisition costs beyond the purchase price of such Units. However, we believe that acquiring additional Units was an option available to our unaffiliated members, and our unaffiliated members were able to weigh the costs and benefits of acquiring additional Units. We have restricted transfers after January 17, 2022 to allow the Company to determine definitively the number of Class A, Class B, Class C and Class D members that would result from the Reclassification before providing our members with proxy materials.

•Beneficial owners who hold their Units in “street name,” who would receive Class A, Class B, Class C or Class D Units if they were record owners instead of beneficial owners, and who wish to receive Class A, Class B, Class C or Class D Units as if they were record owners instead of beneficial owners, had notice that they had until January 17, 2022 to transfer their Units so that they could receive Class A, Class B, Class C or Class D Units.

•Our unaffiliated members receive little benefit from GGE being an SEC reporting company because of our small size, the lack of analyst coverage and the limited trading of our Units, especially when compared to the associated costs of reporting.

•Our unaffiliated members will realize the potential benefits of termination of registration of our Units, including reduced expenses as a result of no longer being required to comply with the SEC reporting requirements.

•We do not expect that the Reclassification will result in a taxable event for any of our unaffiliated members.

•No brokerage or transaction costs are to be incurred by our members in connection with the Reclassification.

The Board is aware of, and has considered, the impact of certain potentially countervailing factors on the substantive fairness of the Reclassification to our unaffiliated members receiving Class B, Class C or Class D Units. In particular, the factors that the Board considered as potentially negative for those members receiving Class B, Class C or Class D Units included:

•The voting rights of Class B unaffiliated members will be limited to the right to elect Elected Directors (voting with Class A, and Class C unit holders) and to vote on dissolution of the Company and certain limited fundamental transactions and matters out of the ordinary course, as may be required by Iowa law, and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class B members, alter the economic interests of the Class B members, and any amendments to Sections 5.1 and 5.2 of the Proposed Operating Agreement. Such limitations may result in decreased value of the Class B Units.

•The voting rights of Class C unaffiliated members will be limited to the right to elect Elected Directors (voting with Class A, and Class B unit holders) and to vote on dissolution of the Company, on certain limited matters out of the ordinary course, as may be required by Iowa law, and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class C members or alter the economic interests of the Class C members. Such limitations may result in decreased value of the Class C Units.

•The voting rights of Class D unaffiliated members will be limited to the right to vote on dissolution of the Company, on certain limited matters out of the ordinary course, as may be required by Iowa law, and on amendments to the Proposed Operating Agreement that would modify the limited liability of Class D members or alter the economic interests of the Class D members. Such limitations may result in decreased value of the Class D Units.

•The value of Class B, Class C and Class D units may be less due to the restrictive voting rights of those classes. As a result, our affiliated members, who will all hold Class A Units may receive more valuable Units than those unaffiliated holders who receive Class B, Class C and Class D Units.

The factors that the Board considered as potentially negative for the unaffiliated members who are continuing to hold our Units as Class A Units included:

•The liquidity of unaffiliated Class A Units will likely be reduced following the Reclassification because of the reduction in the number of Units of that class.

The factors that the Board considered as potentially negative for all of our unaffiliated members, regardless of class, included:

•They may be required to surrender their Units in exchange for Class B, Class C or Class D Units.

•Following the Reclassification, they will have restrictions on their ability to transfer their Units because our Units will be tradable only in private transactions, and there will be no public market for our Units.

•They will have reduced access to our financial information once we are no longer an SEC reporting company, although we do intend to continue to make available to all unit holders an annual report containing audited financial statements and quarterly reports containing unaudited financial statements.

•Once our SEC reporting obligations are suspended, we will not be directly subject to the provisions of SOX applicable to reporting companies or the liability provisions of Exchange Act, and our officers will not be required to certify the accuracy of our financial statements under the SEC rules.

•Unaffiliated members who do not believe that the Reclassification is fair to them do not have the right to dissent from the Reclassification.

•Until the Reclassification is completed (or rejected by the members), transfers of our Units will be prohibited. If the Reclassification is not approved by our members, transfers made in accordance with our Operating Agreement will be allowed to resume as soon as reasonably practicable after the Special Meeting, likely within one week of the meeting.

The Board believes that these potentially countervailing factors did not, individually or in the aggregate, outweigh the overall substantive fairness of the Reclassification to our unaffiliated members and that the foregoing factors are outweighed by the positive factors previously described.

Procedural Fairness

We believe the Reclassification is procedurally fair to our unaffiliated members, including those that will continue to hold our Units as Class A Units, and those that will be reclassified as Class B, Class C or Class D members. In concluding that the Reclassification is procedurally fair to our unaffiliated members, the Board considered several factors. The factors that the Board considered positive for our unaffiliated members included the following:

•The Reclassification is being effected in accordance with the applicable requirements of Iowa law.

•The Board discussed the possibility of forming an independent special committee to evaluate the Reclassification. However, because our directors would be treated the same as the other members and no consideration was given to the unit ownership of the board members in determining the Unit cutoff number, the Board concluded that a special committee for the Reclassification was not needed, as the Board was able to adequately balance the competing interests of the unaffiliated members in accordance with their fiduciary duties.

•The Board retained and received advice from legal counsel in evaluating the terms of the Reclassification as provided in the Proposed Operating Agreement including the balancing of the rights of unaffiliated and affiliated Class A members. Class B members, Class C members and Class D members.

•The Board considered alternative methods of effecting a transaction that would result in our becoming a non-SEC reporting company, each of which was determined to be impractical, more expensive than the Reclassification, involving a cash-out of members, or potentially ineffective in achieving the goals of allowing members to retain an equity ownership in the Company while at the same time eliminating the costs and burdens of being a publicly reporting company.

•Unaffiliated members were given notice that they had until January 17, 2022 to acquire or sell sufficient Units to determine whether such members will own Class A, Class B, Class C or Class D Units after the Reclassification.

•To implement the Reclassification, it must be approved by the affirmative vote of a majority of the Membership Voting Interests representing a quorum at the Special Meeting.

The Board considered each of the foregoing factors to weigh in favor of the procedural fairness of the Reclassification to all of our unaffiliated members.

The Board is aware of, and has considered, the impact of certain potentially countervailing factors on the procedural fairness of the Reclassification to all of our unaffiliated members:

•Although the interests of holders receiving Class B, Class C or Class D Units are different from the interests of holders owning Class A Units and may create conflicts of interest, neither the Board nor any of the directors retained an independent, unaffiliated representative to act solely on behalf of the unaffiliated members receiving Class B, Class C or Class D Units to negotiate the terms of the Reclassification or prepare a report concerning the fairness of the Reclassification. However, our board members will be treated the same as the unaffiliated members in the proposed transaction.

•The transaction is not structured to require approval of at least a majority of unaffiliated members, although when the Reclassification was approved by the Board on January 17, 2022, members of the Board and our executive officers then collectively held only 10.86% of our outstanding Units.

•We did not solicit any outside expressions of interest in acquiring the Company.

•We did not receive a report, opinion, or appraisal from an outside party as to the value of our Units, the fairness of the transaction to those members receiving Class C or Class D Units or the fairness of the transaction to GGE.

The Board believes that these potentially countervailing factors did not, individually or in the aggregate, outweigh the overall procedural fairness of the Reclassification to our unaffiliated members and that the foregoing factors are outweighed by the procedural safeguards previously described. In particular, the Board felt that the consideration and approval of the transaction by the full board, whose conflict of interest is a relatively insignificant increase in aggregate voting Unit ownership following the Reclassification, was a sufficient procedural safeguard that made it unnecessary to form a special committee or retain an independent fairness advisor.

We have not made any provision in connection with the Reclassification to grant our unaffiliated members access to GGE's files beyond that granted generally under our Operating Agreement and Iowa Law, or to obtain counsel or appraisal services at our expense. With respect to our unaffiliated members’ access to our files, the Board determined that this proxy statement, together with our other SEC filings and information they may obtain under our Operating Agreement, provide adequate information for our unaffiliated members. Under our Operating Agreement, subject to compliance with our safety, security and confidentiality procedures and guidelines, our members generally have rights to review lists of our members and directors, copies of our articles of organization, operating agreements, tax returns for the six most recent taxable years, and financial statements for the six most recent fiscal years. Any Member or its designated representative shall have reasonable access during normal business hours to such information and documents. With respect to obtaining counsel or appraisal services at our expense, the Board did not consider these actions necessary or customary. In deciding not to adopt these additional procedures, the Board also took into account factors such as GGE’s size and the cost of such procedures.

Factors Not Considered Material

In reaching its conclusion that the Reclassification is fair to our unaffiliated members, whether they will be continuing to hold Class A or Class B Units or will be receiving Class A, Class B, Class C or Class D Units, the Board did not consider the following factors to be material:

•The current or historical market price of our Units because our Units are not traded on a public market, and instead are traded in privately negotiated transactions in which the market price may or may not be determinative. Except as described above with respect to the possible lower value of Class B, Class C and Class D Units due to relatively restricted voting rights, any effect that the Reclassification has on the market price will be the same for our unaffiliated members and affiliated members.

•Our going concern value because the going concern value will be determined by the market at the time of a sale, merger or other business combination. We expect that the Reclassification will have only an insignificant effect on the Company’s value on a going forward basis (a $167,000 per year savings) and will not be determinative of the going concern value.

•Our net book value because the Reclassification and subsequent deregistration will have only an insignificant effect on the net book value of our Units.

•The liquidation value of our assets because GGE believes the Reclassification will not have a material effect on the liquidation value of our assets or Units. Under the Proposed Operating Agreement, the rights of our Class A members will not change, and all of our members will be afforded the right to continue to share equally in the liquidation of the Company’s assets and in any residual funds allocated to our members.

•Repurchases of Units by the Company over the past two years because there were none.

Additionally, the Board believes that several of the above factors are immaterial because our members are not being “cashed out” in connection with the Reclassification, and our Units will have the same material economic rights and preferences. As a result, our smaller members will continue to hold an equity interest in GGE as Class C or Class D members and will therefore participate equally, and on the same basis that they would participate in our profits, losses and the receipt of distributions. Moreover, unaffiliated holders will be treated the same as affiliated holders. Accordingly, we did not request or receive any reports, opinions or appraisals from any outside party relating to the Reclassification or the monetary value of the Class A, Class B, Class C or Class D Units.

Instead of the foregoing factors, and as described in detail above, the Board subjectively considered the collective advantages of the Class, A, Class B, Class C or Class D Units, including the right of our Class A, Class B, and Class C units to collectively elect directors, and the ability of our Class B, Class C and D members to transfer units in the same manner as Class A members. The Board also subjectively considered the relative disadvantages of the three classes, including limits on voting and decision-making in the case of the Class B, Class C, and D Units. In addition, the Board also evaluated the benefits shared by all classes of Units, such as the ability to benefit from the cost savings associated with the Reclassification and the opportunity to share in our future growth and earnings.

Board Recommendation

As a result of the analysis described above, the Board has unanimously concluded that the Reclassification is substantively and procedurally fair to all members, including our unaffiliated members continuing to hold certain Class A or Class B Units, or receiving Class A, Class B, Class C or Class D Units. In reaching this determination, we have not assigned specific weight to particular factors, and we considered all factors as a whole. None of the factors considered led us to believe that the Reclassification is unfair to any of our members.

The board unanimously approved the Reclassification and recommends that our members vote “FOR” the Reclassification and “FOR” the adoption of the Proposed Operating Agreement.

Purpose and Structure of the Reclassification

The primary purposes of the Reclassification are to:

•Consolidate ownership of our registered Units to less than 300 members of record, which will suspend our SEC reporting requirements and thereby achieve significant cost savings. We estimate that we will be able to reallocate resources, eliminate costs and avoid anticipated future costs of approximately $167,000 annually by eliminating the requirement to prepare and file periodic reports and reducing the expenses of members communications. We will also realize cost savings by avoiding the need to add additional staff and from reduced staff and management time spent on reporting and securities law compliance matters.

•Help protect sensitive business information from disclosure that might benefit our competitors.

•Allow our management and employees to refocus time spent on SEC reporting obligations and members administrative duties to our core business.

•Reduce the expectation to produce short-term per Unit earnings, thereby increasing management’s flexibility to consider and balance actions between short-term and long-term growth objectives.

The structure of the Reclassification will give all of our members the opportunity to retain an equity interest in GGE and therefore to participate in any future growth and earnings of the Company. Because we are not cashing out any of our members, this structure minimizes the costs of our becoming a non-SEC reporting company while achieving the goals outlined in this proxy statement.

The Board elected to structure the transaction to take effect at the members level, meaning that we use the number of Units registered in the name of each holder to determine how that holder’s Units will be reclassified. The Board chose this structure in part because it determined that this method would provide us with the best understanding at the effective time of the Reclassification of how many members would receive each class of Units. In addition, on [INSERT DATE], the Company notified members that they had until January 17, 2022 to make transfers of Units before the Reclassification. The purpose of this letter was to allow members the opportunity to make transfers before the Reclassification so that they could own the requisite number of Units to be in their desired class, which the Board felt would enhance the substantive fairness of the transaction to all members. Overall, the Board determined that the structure would be the most efficient and cost-effective way to achieve its goals of deregistration, notwithstanding any uncertainty that may have been created by giving members the flexibility to transfer their holdings through January 17, 2022. We have restricted transfers after January 17, 2022 to allow the Company to determine definitively the number of Class A, Class B, Class C and Class D members that would result from the Reclassification before providing our members with proxy materials.

Effects of the Reclassification on GGE

The Board expects the Reclassification will have various positive and negative effects on GGE as described below.

Effect of the Proposed Transaction on Our Outstanding Units

As of the record date, the number of total outstanding Units was 19,873,000. The Proposed Operating Agreement will authorize the issuance of four separate and distinct classes of units, Class A, Class B, Class C, and Class D Units. Based upon our best estimates, if the Reclassification had been consummated as of the Record Date, approximately 13,004,306 units would remain Class A, with the total number of Class A unit holders reduced from approximately 836 to approximately 167. Additionally, 3,472,575 outstanding units would be reclassified as Class B Units, 2,840,000 Units would be reclassified as Class C Units, and approximately 556,119 outstanding Units would be reclassified as Class D units. We have no other current plans, arrangements or understandings to issue any Units as of the date of this proxy.

Termination of Exchange Act Registration and Reporting Requirements

Upon the completion of the Reclassification, we expect that our current outstanding Class A Units will be held by fewer than 300 record members, and our Class B Units, along with the newly-created Class C and Class D Units will each be held by fewer than 500 members. Accordingly, our obligation to continue to file periodic reports with the SEC will be suspended under Rule 12h-3 of the Exchange Act.

The suspension of the filing requirements will substantially reduce the information that we are required to furnish to our members and the SEC. Therefore, we anticipate that we will eliminate costs of these filing requirements of approximately $167,000 annually, as follows:


Reduction in Accounting and Auditing Expenses	$	25,000.00
SEC Counsel	$	40,000.00
Staff and Executive Time (to the extent not otherwise reflected in other categories)	$	50,000.00
XBRL Edgarization Reporting Compliance	$	15,000.00
SOX compliance / internal control testing	$	10,000.00
Miscellaneous, including Printing and Mailing	$	27,000.00
Total	$	167,000.00

We will apply for suspension of the registration of our Units and suspension of our SEC reporting obligations as soon as practicable following completion of the Reclassification.

Potential Registration of the Units

After the Reclassification, we anticipate that there will be approximately 167 Class A, 199 Class B, 301 Class C, and 186 Class D members of record. If the number of record holders of in any of these classes is 500 or more on the last day of any fiscal year, GGE will be required to register such class under Section 12(g) of the Exchange Act. As a result, we would again be subject to all of the reporting and disclosure obligations under the Exchange Act. For this reason, the Proposed Operating Agreement includes a provision that gives the Board the authority to disallow a transfers of Class A, Class B, Class C, and Class D Units if it believes that a transfer will result in the applicable class being held by 300 or more respective holders for Class A Units, and otherwise, 500 or more respective holders or another number that otherwise obligates the Company to register its Units under the Exchange Act. We do not expect any significant change in the number of record holders of four classes in the near term that will obligate us to register any class of Units.

Effect on Trading of Units

Our Units are not traded on an exchange and are not otherwise actively traded, although we currently have a qualified matching service (QMS).

Because we will no longer be required to maintain current public information by filing reports with the SEC, and because of the reduction of the number of our record members and the fact that our Units will only be tradable in privately-negotiated transactions, the liquidity of our Units may be reduced following the Reclassification.

Financial Effects of the Reclassification

We expect that the professional fees and other expenses related to the Reclassification of approximately $50,000 will not have any material adverse effect on our liquidity, results of operations or cash flow.

Effect on Conduct of Business after the Transaction

We expect our business and operations to continue as they are currently being conducted and, except as otherwise discussed in the proxy statement with regard to diverting resources that would otherwise be used for SEC reporting obligations, the transaction is not anticipated to affect the conduct of our business.

Effect on Our Directors and Executive Officers

It is not anticipated that the Reclassification will affect our directors and executive officers, other than with respect to their relative Unit ownership and voting power and as described below with respect to affiliated members. The annual compensation

paid by us to our officers and directors will not increase as a result of the Reclassification, nor will the Reclassification result in any material alterations to existing employment agreements with our officers.

Plans or Proposals

Other than as described with respect to the Reclassification, neither we nor our management have any current plans or proposals to effect any extraordinary corporate transaction, such as a merger, reorganization or liquidation, to sell or transfer any material amount of our assets, to change the Board or management, to change materially our indebtedness or capitalization or otherwise to effect any material change in our corporate structure or business. As stated throughout this proxy statement, we believe there are significant advantages in effecting the Reclassification and becoming a non-reporting company. Although our management does not presently have any intention to enter into any transaction described above, management continues to consider all opportunities to increase liquidity, including through additional debt or equity financing and joint ventures or other arrangements with strategic business partners.

Effects of the Reclassification on Unit Holders of GGE

The general effects of the Reclassification on the members of GGE are described below.

Effects of the Reclassification on Class A and Class B Members

The Reclassification will have both positive and negative effects on the Class A and Class B members. All of these changes will affect affiliated and unaffiliated members in the same way. The Board considered each of the following effects in determining to approve the Reclassification.


Benefits			Detriments
Due to the Reclassification, Class A and Class B members will: •Realize the potential benefits of termination of registration of our Units, including reduced expenses from no longer being required to comply with reporting requirements under the Exchange Act; •Continue to be entitled to vote on all matters brought before the members of GGE, except as otherwise provided by the Proposed Operating Agreement or Iowa law; and •Have enhanced voting control over GGE in comparison to other classes of units.			Due to the Reclassification, Class A and Class B members will: •Hold unregistered securities and therefore lose the benefits of holding registered securities, such as access to information concerning GGE required to be contained in the Company’s periodic reports; and the requirement that our officers certify the accuracy of our financial statements; •Hold restricted securities which will require an appropriate exemption from registration to be eligible for transfer; and •Bear the risk of a decrease in the market value and liquidity of the Units due to the reduction in public information concerning the Company.

Effects of the Reclassification on Class C Members

The Reclassification will have both positive and negative effects on the Class C members. All of these changes will affect affiliated and unaffiliated Class C members in the same way. The Board considered each of the following effects in determining to approve the Reclassification.


Benefits			Detriments
Due to the Reclassification, Class C members will: •Realize the potential benefits of termination of registration of our Units, including reduced expenses from no longer being required to comply with reporting requirements under the Exchange Act; and •Continue to hold an equity interest in GGE, share in our distributions on the same basis as our Class A, Class B, and Class D members, and share in liquidation equal with Class A, Class B, and Class D members.			Due to the Reclassification, Class C members will: •Be required to have their Units reclassified into Class C units, for which they will receive no additional consideration; •Be entitled to vote only to elect certain directors (collectively with Class A and Class B members), upon a proposed dissolution, on certain limited matters out of the ordinary course, as may be required by Iowa law, and upon amendments to the Proposed Operating Agreement that would modify the limited liability of the Class C members or alter the economic interests of the Class C members; and •Hold restricted securities that will require an appropriate exemption from registration to be eligible for transfer.

Effects of the Reclassification on Class D Members

The Reclassification will have both positive and negative effects on the Class D members. All of these changes will affect affiliated and unaffiliated Class D members in the same way. The Board considered each of the following effects in determining to approve the Reclassification.


Benefits			Detriments
Due to the Reclassification, Class D members will: •Realize the potential benefits of termination of registration of our Units, including reduced expenses from no longer being required to comply with reporting requirements under the Exchange Act; •Continue to hold an equity interest in GGE, share in our distributions on the same basis as our Class A, Class B, and Class C members, and share in liquidation equal with Class A, Class B, and Class C members.			Due to the Reclassification, Class D members will: •Be required to have their Units reclassified into Class D Units, for which they will receive no additional consideration; •Be entitled to vote upon a proposed dissolution, on certain limited matters out of the ordinary course, as may be required by Iowa law, and upon amendments to the Proposed Operating Agreement that would modify the limited liability of the Class D members or alter the economic interests of the Class D members; and •Hold restricted securities that will require an appropriate exemption from registration to be eligible for transfer.

Effects of the Reclassification on Affiliated Members

The Reclassification will have some additional effects on our executive officers and directors. As used in this proxy statement, the term “affiliated members” means any member who is a director or executive officer of GGE and the term “unaffiliated member” means any member other than an affiliated member. As a result of the Reclassification:

•Our affiliated members will no longer be subject to Exchange Act reporting requirements and restrictions, and information about their compensation and unit ownership will not be publicly available; and

•Our affiliated members will lose the availability of the Rule 144 safe harbor for transfers. Because our units will not be registered under the Exchange Act after the Reclassification and we will no longer be required to furnish publicly available periodic reports, our executive officers and directors will lose the ability to dispose of their units under Rule 144 of the Securities Act of 1933, which provides a safe harbor for resales of securities by affiliates of an issuer.

Units Held in a Brokerage or Custodial Account

Members must understand how Units that they hold in “street name” will be treated for purposes of the Reclassification. Members who have transferred their Units into a brokerage or custodial account are no longer shown on our membership register as the record holder of these Units. Instead, the brokerage firms or custodians typically hold all Units that its clients have deposited with it through a single nominee; this is what is meant by “street name.” If that single nominee is the holder of record of 20,001 or more Class A Units, then all Units registered in that nominee’s name will be remain Class A Units. At the end of the Reclassification, the beneficial owners will continue to beneficially own the same number of Units as before the

transaction. If you hold your Units in “street name,” you should talk to your broker, nominee or agent to determine how they expect the Reclassification to affect you. Because other “street name” holders who hold through your broker, agent or nominee may have adjusted their holdings before the Reclassification, you may have no way of knowing how your Units will be reclassified.

Interests of Certain Persons in the Reclassification

Our executive officers and directors who are also members will participate in the Reclassification in the same manner as our other members. We anticipate that all of our directors who own Units will own 20,001 or more Units, and therefore will be Class A members if the Reclassification is approved. Because of the voting restrictions placed on Class B, Class C and Class D Units, these directors may experience a larger relative percentage of voting power than they previously held. This represents a potential conflict of interest because our directors unanimously approved the Reclassification and are recommending that you approve it. Despite this potential conflict of interest, the Board believes the Reclassification is fair to all of our members for the reasons discussed in this proxy statement.

The directors’ relative voting rights were not a consideration in the Board’s decision to approve the Reclassification or in deciding its terms, including setting the 20,001 unit threshold. In addition, the Board determined that any potential conflict of interest created by the directors’ ownership of our Class A Units is relatively insignificant. The Board did not set the 20,001 Unit threshold to avoid exchanging the Class A units of any directors. In addition, the percentage of beneficial ownership of and voting power held by directors and executive officers of GGE as a group will increase from approximately 10.86% of the current Units to approximately 15.53% of the Class A Units after the Reclassification, which is unlikely to materially change their collective ability to control the Company in their capacity as members.

The Board was aware of the actual or potential conflicts of interest discussed above and considered them along with the other matters that have been described in this proxy statement.

None of our executive officers or directors who beneficially owns an aggregate of 20,001 Units has indicated to us that he or she intends to sell Units between the public announcement of the transaction and the effective date. In addition, none of these individuals has indicated his or her intention to divide Units among different record holders so that fewer than 20,001 Units are held in each account to receive Class B, Class C or D Units.

Material Federal Income Tax Consequences of the Reclassification

The following is a summary of the anticipated material United States federal income tax consequences of the Reclassification. This discussion does not consider the particular facts or circumstances of any members. This discussion assumes that you hold, and will continue to hold, your Units as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code.” The federal income tax laws are complex and the tax consequences of the Reclassification may vary depending upon your individual circumstances or tax status. Accordingly, this description is not a complete description of all of the potential tax consequences of the Reclassification and, in particular, may not address United States federal income tax considerations that may affect the treatment of holders of Units subject to special treatment under United States federal income tax law (including, for example, foreign persons, financial institutions, dealers in securities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt entities, holders who acquired their Units pursuant to the exercise of an employee unit option or right or otherwise as compensation and holders who hold units as part of a “hedge,” “straddle” or “conversion transaction”).

This discussion is based upon the Code, regulations promulgated by the United States Treasury Department, court cases and administrative rulings, all as in effect as of the date hereof, and all of which are subject to change at any time, possibly with retroactive effect. No assurance can be given that, after any such change, this discussion would not be different. Furthermore, we have not and will not seek or obtain an opinion of counsel or ruling from the Internal Revenue Service (IRS) with respect to the tax consequences of the Reclassification, and the conclusions contained in this summary are not binding on the IRS. Accordingly, the IRS or ultimately the courts could disagree with the following discussion.

Federal Income Tax Consequences to GGE

The Reclassification will likely be treated as a tax-free “recapitalization” for federal income tax purposes. As a result, we believe that the Reclassification will not have any material federal income tax consequences to GGE.

Federal Income Tax Consequences to Class C and D Members

We expect that members receiving Class A, Class B, Class C or D Units in exchange for their existing Units will not recognize any gain or loss in the Reclassification. We anticipate that you will have the same adjusted tax basis and holding period in your Class A, Class B, Class C or D Units as you had in your Units immediately before the Reclassification. Further, we anticipate

that the Reclassification will have no effect on your ability to use otherwise suspended passive activity losses or net operating loss carry forwards.

The above discussion of anticipated material United States federal income tax consequences of the Reclassification is based upon present law, which is subject to change possibly with retroactive effect. You should consult your tax advisor as to the particular federal, state, local, foreign and other tax consequences of the Reclassification, in light of your specific circumstances.

Appraisal and Dissenters’ Rights

Under Iowa law, you do not have appraisal rights in connection with the Reclassification. Moreover, under our Operating Agreement, you have waived any dissenter's rights that may have otherwise been available. Other rights or actions under Iowa law or federal or state securities laws may exist for members who can demonstrate that they have been damaged by the Reclassification. Although the nature and extent of these rights or actions are uncertain and may vary depending upon facts or circumstances, members challenges to actions of the Company in general are related to the fiduciary responsibilities of limited liability company officers and directors and to the fairness of limited liability company transactions.

Regulatory Requirements

In connection with the Reclassification, we will be required to make several filings with, and obtain several approvals from, various federal and state governmental agencies, including complying with federal and state securities laws, which includes filing this proxy statement on Schedule 14A and a transaction statement on Schedule 13E-3 with the SEC.

Fees and Expenses; Financing of the Reclassification

We will be responsible for paying the Reclassification-related fees and expenses, consisting primarily of fees and expenses of our attorneys, and other related charges. We intend to pay the expenses of the Reclassification with working capital. We estimate that our expenses will total approximately $50,000, assuming the Reclassification is completed. This amount consists of the following estimated fees:


Description			Amount
Legal fees and expenses			$45,000.00
Printing, mailing costs and miscellaneous expenses			$5,000.00
Total			$50,000.00

THE FOURTH AMENDED AND RESTATED OPERATING AGREEMENT

We are governed by our Operating Agreement, which is attached to this proxy statement as Appendix A. In connection with the Reclassification, we are proposing amending and restating our Operating Agreement as set forth in the Proposed Operating Agreement, which is attached as Appendix B. The Proposed Operating Agreement includes several changes, including provisions to reclassify our Units and revise the voting and transfer rights attributed to certain classes of Units.

The Reclassification

The Proposed Operating Agreement provides for four separate classes of units: Class A, Class B, Class C and Class D Units. Units will be reclassified on the basis of one Class A, Class B, Class C or Class D Unit for each Unit currently held by such members. Unless otherwise elected by the Board as described in this proxy statement, we anticipate that the Reclassification will be effective upon the approval of the Proposed Operating Agreement by our members.

Description of Units

General

As of [●], 2021, we had 19,873,000 total Units issued and outstanding held by approximately 853 total holders of record. Of the total Units, we had 18,953,000 Class A Units issued and outstanding held by approximately 836 Class A Unit holders of record. Of the total Units, we had 920,000 issued and outstanding Class B Units held by approximately 48 members of record. Of those approximately 853 unit holders, approximately 167 or 19.58% hold 20,001 or more units, approximately 199, or 23.33%, hold between 10,001-20,000 units each, approximately 301 or 35.29%, hold exactly 10,000 units each, and approximately 186 or 21.81% hold less than 10,000 units each. The exact number of Class A, Class B, Class C and Class D Units following the Reclassification will depend on the number of Units held by each member on the effective date of the Reclassification. All

Units when fully paid are nonassessable and are not subject to redemption or conversion. Generally, the rights and obligations of our members are governed by the Iowa Revised Uniform Limited Liability Company Act and our Operating Agreement.

Our Units represent an ownership interest in the Company. Upon purchasing Units, our members enter into our Operating Agreement and become members of the Company. Each member has the right to: a share of our profits and losses; receive distributions of our assets when declared by the Board; participate in the distribution of our assets if we dissolve; and access and copy certain information concerning our business, each as set forth in the Operating Agreement.

Comparison of Features of Class A, B, C and D Units

The following table sets forth a comparison of the proposed features provided in the Proposed Operating Agreement. Section references are to sections in the Proposed Operating Agreement.

Class A

Class B

Class C

Class D

Voting Rights

Holders of Class A Units are entitled to vote on all matters brought before the members of GGE, except as otherwise provided in the Proposed Operating Agreement or Iowa Law. (Section 6.2)

Holders of Class A Units have special approval rights under Section 5.6(b) of the Proposed Operating Agreement.

Holders of Class A Units are entitled to vote with Classes B and C for Elected Directors (excepting those entitled to appoint Class A directors). (Section 5.2)

Holders of Class B units are entitled to vote on the election of our directors, voluntary dissolution, certain fundamental transactions or matters out of the ordinary course, and as may be required by Iowa law. (Section 5.2, 5.6 10.1)

Holders of Class B Units are also entitled to vote on amendments to the Proposed Operating Agreement that would (i) modify the limited liability of Class B members, (ii) alter the economic interests of the Class B members, and (iii) modify Sections 5.1 and 5.2.

Holders of Class B Units are entitled to vote with Classes A and C for Elected Directors. (Section 5.2)

Holders of Class C units are entitled to vote on the election of our directors, voluntary dissolution, certain limited matters out of the ordinary course, and as may be required by Iowa law. (Section 5.2, 5.6, 10.1)

Holders of Class C Units are also entitled to vote on amendments to the Proposed Operating Agreement that would (i) modify the limited liability of Class C members, and (ii) alter the economic interests of the Class C members.

Holders of Class C Units are entitled to vote with Classes A and B for Elected Directors. (Section 5.2)

Holders of Class D units are entitled to vote on voluntary dissolution, certain limited matters out of the ordinary course, and as may be required by Iowa law. (Section 5.6, 10.1) Holders of Class D Units are also entitled to vote on amendments to the Proposed Operating Agreement that would (i) modify the limited liability of Class D members, and (ii) alter the economic interests of the Class D members

Distribution Preference – Regular Distributions

All classes equal for regular/non-liquidating distributions. (Section 4.1)

Liquidating Distribution Preference

All classes equal for liquidating distributions (Section 10.2)

Transfer Restrictions

Transfers permitted as provided in Section 9.2.

No transfers to be approved that would impose SEC reporting requirements or corporate tax status. (Section 9.3)

Transfers permitted as provided in Section 9.2.

No transfers to be approved that which would impose SEC reporting requirements or corporate tax status. (Section 9.3)

Transfers permitted as provided in Section 9.2.

No transfers to be approved that would impose SEC reporting requirements or corporate tax status. (Section 9.3)

Transfers permitted as provided in Section 9.2.

No transfers to be approved that would impose SEC reporting requirements or corporate tax status. (Section 9.3)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (SEC). Except as indicated by footnote, a person named in the table below has sole voting and sole investment power for all units beneficially owned by that person. In addition, unless otherwise indicated, all persons named below can be reached at the following address: Golden Grain Energy, LLC, 1822 43rd Street SW, Mason City, IA 50401.

As of __________, 2021, the following individuals beneficially owned 5% or more of our outstanding Class A membership units:

Title of Class

Name of
Beneficial Owner

Amount of Beneficial Ownership

Percent of Class

Class A Membership Units

Leslie Hansen(1)

1,000,000 Class A Units

5.3%

Class A Membership Units

Ron Fagen(2)

2,000,000 Class A Units

10.6%

(1) Leslie Hansen beneficially owns 1,000,000 Class A units held by Sizzle X, Inc. Leslie Hansen is a director.

(2) Ron Fagen beneficially owns 1,000,000 of his Class A units through his control of Fagen, Inc.

As of __________, 2021, the following individuals beneficially owned 5% or more of our outstanding Class B membership units:

Title of Class

Name of
Beneficial Owner

Amount of Beneficial Ownership

Percent of Class

Class B Membership Units

Jim Boeding(1)

50,000 Class B Units

5.4%

Class B Membership Units

Wendland Investments, Inc.

55,000 Class B Units

6.0%

(1) Jim Boeding is a director of the Company.

Security Ownership of Management

As of __________, 2021, members of the Board and executive officers beneficially owned Class A membership units as follows:

Title of Class

Name of
Beneficial Owner

Amount of
Beneficial Ownership

Percent of Class

Class A Membership Units

Jim Boeding, Director

61,000

Class A Membership Units

Jerry Calease, Director

125,000

Class A Membership Units

Scott Gudbaur, Commodity Manager

—

Class A Membership Units

Leslie Hansen,(1) Director

1,000,000

5.3%

Class A Membership Units

Chad Kuhlers,(2) CEO

31,166

Class A Membership Units

Stan Laures, Secretary and Director

130,000

Class A Membership Units

Duane Lynch, Director

130,000

Class A Membership Units

Dustin Petersen, Director

—

Class A Membership Units

Brooke Peters, CFO

—

Class A Membership Units

Dave Reinhart, Director

—

Class A Membership Units

Roger Shaffer,(3) Director

25,000

Class A Membership Units

Dave Sovereign,(4) Chairman and Director

117,000

Class A Membership Units

Steve Sukup,(5) Vice-Chairman and Director

400,000

2.1%

TOTAL CLASS A MEMBERSHIP UNITS:

2,019,166

10.7%

(*) Indicates that the membership units owned represent less than 1% of the outstanding Class A units.

(1) Leslie Hansen beneficially owns 1,000,000 Class A units held by Sizzle, Inc.

(2) Chad Kuhlers beneficially owns the units held by CEK Investments, Inc. Mr. Kuhlers shares voting and investment power with respect to these 31,166 Class A units with his spouse.

(3) Roger Shaffer shares voting and investment power with respect to the 25,000 Class A units with his spouse.

(4) Dave Sovereign owns 57,000 Class A units individually, and beneficially owns 60,000 Class A units through DRSG Partnership of which Mr. Sovereign is a partner. Dave Sovereign shares voting and investment power with respect to the 57,000 Class A units with his spouse and with respect to the 60,000 Class A units with the other partners of DRSG Partnership.

(5) Steve Sukup owns 245,000 Class A units individually, and beneficially owns 155,000 Class A units with his spouse. Mr. Sukup shares voting and investment power with respect to the 155,000 Class A units with his spouse.

As of __________, 2021, members of the Board and executive officers beneficially owned Class B membership units as follows:


Title of Class	Name of Beneficial Owner	Amount of Beneficial Ownership	Percent of Class
Class B Membership Units	Jim Boeding, Director	50,000	5.4%
Class B Membership Units	Jerry Calease, Director	25,000	2.7%
Class B Membership Units	Stan Laures, Secretary and Director	5,000	0.5%
Class B Membership Units	Duane Lynch,(1) Director	20,000	2.2%
Class B Membership Units	Dave Sovereign,(2) Chairman and Director	39,000	4.2%
TOTAL CLASS B MEMBERSHIP UNITS :		139,000	15.1%

(1) Duane Lynch owns 10,000 Class B units individually and beneficially owns 10,000 Class B units that are owned by his spouse.

(2) Dave Sovereign owns 2,000 Class B units individually and beneficially owns 17,000 Class B units through Mr. Sovereign's part ownership of GDB, LLC and beneficially owns 20,000 Class B units through Mr. Sovereign's part ownership in DRSG Partnership. Dave Sovereign shares investment and voting power with respect to the 2,000 Class B units with his spouse and shares investment and voting power with respect to the 37,000 Class B units with the other owners of GDB, LLC and DRSG Partnership.

MEMBER PROPOSALS FOR THE 2022 ANNUAL MEETING OF MEMBERS

We currently anticipate holding the 2022 annual meeting of members in February or March of 2022. The Company is not required to consider any proposal or director nomination petition that does not meet the requirements of the SEC and our 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 Operating Agreement.

All proposals and nomination petitions should be directed to the Company’s principal executive office located at 1822 43rd Street SW, Mason City, Iowa 50401, to the attention of the Company’s CFO, Brooke Peters. We also recommend that proposals and director nomination petitions be sent by certified mail, return receipt requested, or by another means that permits proof of the date of delivery.

Member Proposals to be Considered for Inclusion in the Company’s 2022 Proxy Statement Under SEC Rules

Under applicable SEC rules, 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 2022 Annual Meeting of Members must be received by the Secretary of the Company, at 1822 43rd Street SW, Mason City, Iowa 50401, no later than one-hundred and twenty (120) days prior to when we mailed the proxy materials for the preceding year’s annual meeting. Accordingly, we determined that members must submit proposals related to the 2022 Annual Meeting of Members to the Company by September 15, 2021. Proposals submitted later than September 15, 2021 will be considered untimely and will not be included in the Company’s proxy statement for the 2022 Annual Meeting of Members.

In addition, all proposals will need to comply with Rule 14a-8 of the Exchange Act, which lists the requirements for inclusion of member proposals in company-sponsored proxy materials. Our directors will review proposals submitted by members for inclusion at our next annual meeting of members and will make recommendations to our directors on an appropriate response to such proposals. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included in our proxy materials.

Requirements for Member Proposals to be Brought Before the 2022 Annual Meeting of Members

Pursuant to Rule 14a-4(c) under the Exchange Act, if the Company does not receive advance notice of a member proposal to be brought before its next annual meeting of members in accordance with the requirements of its Operating Agreement or other governing documents, the proxies solicited by the Company may confer discretionary voting authority to vote proxies on the member proposal without any discussion of the matter in the proxy statement.

As to each matter the member proposes to bring before the 2022 Annual Meeting of Members, the member’s notice must set forth: (i) a description of the proposal or business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear in the Company’s books, of the member making the proposal; (iii) the number of units beneficially owned by such member, the period of time the member has beneficially owned those units, and a statement that the member intends to continue to hold the units through the date of the annual meeting; (iv) any material interest of the member in the proposal or business; and (v) all other information that would be required to be provided by the member pursuant to Regulation 14A under the Exchange Act if the member has submitted the proposal pursuant to Rule 14a-8 under the Exchange Act. The Company does not have any obligation to include any such proposal in the proxy statement, proxy or ballot or other proxy materials of the Company.

A copy of our Operating Agreement will be furnished to members without charge upon written request delivered to the Secretary of the Company at the Company’s principal executive office.

2022 Annual Meeting Director Nominations

Pursuant to Section 5.2(c) of our Operating Agreement, a member may nominate an individual for election as an elected director by following the procedures explained in Section 5.2(c) of the Operating Agreement. Section 5.2(c) of the Operating Agreement requires that written notice of a member's intent to nominate an individual for director must be given, either by personal delivery or by United States mail, postage prepaid, to the secretary of the Company not less than 120 calendar days prior to the one year anniversary of the date when the Company's proxy statement was released in connection with the previous year's annual meeting. Director nominations submitted pursuant to the provisions of the Operating Agreement must be submitted to the Company by September 15, 2021.

Any nomination petition or nominee statement which is not fully completed and properly executed, is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the member or members submitting the nomination petition or to the nominee submitting the nominee statement, as the case may be. Each nominee must meet all qualification requirements for elected directors as may exist at the time of the nomination and at the time of election.

Effect on Member Proposals and Director Nominations if Reclassification is Implemented

If the Reclassification and Proposed Operating Agreement are implemented, we do not expect to be subject to the proxy rules at the time of the 2022 Annual Meeting, and, therefore, Member proposals would be governed by our Proposed Operating Agreement rather than as set forth above. Additionally, if the Reclassification and Proposed Operating Agreement are implemented, the director nomination procedures would remain the same.

OTHER MATTERS

Reports, Opinions, Appraisals and Negotiations

We have not received any report, opinion or appraisal from an outside party that is materially related to the Reclassification.

Other Matters of the Special Meeting

As of the date of this proxy statement, the only business that our management expects to be presented at the meeting is that set forth above. If any other matters are properly brought before the meeting, or any adjournments thereof, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment.

Forward Looking Statements

Statements contained herein that are not purely historical are forward-looking statements, including, but not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. We caution you not to place undo reliance on any forward-looking statements made by, or on behalf us in this proxy statement or in any of our filings with

the SEC or otherwise. Additional information with respect to factors that may cause our results to differ materially from those contemplated by forward-looking statements is included in our current and subsequent filings with the SEC. See “Where You Can Find More Information” below.

Where You Can Find More Information

We are subject to the information requirements of the Exchange Act, and in accordance therewith we file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities of the SEC at Room 100 F Street, N.E., Washington, D.C., 20549. Copies of such materials can also be obtained at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C., 20549. You may obtain information on the operations of the SEC’s public reference room in Washington, DC by calling the SEC at 1-800-SEC-0330. In addition, such reports, proxy statements and other information are available from the Edgar filings obtained through the SEC’s Internet Website (http://www.sec.gov).

EXHIBITS

The following exhibits are incorporated by reference as part of this proxy statement.


Exhibit No.						Exhibit
10.1						Registrant's 10-Q FQE 7-31-2021, filed with the commission on September 10, 2021
10.2						Registrant's 10-K FYE 10-31-2020, filed with the commission on December 28, 2020

APPENDIX A

THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF

GOLDEN GRAIN ENERGY, LLC, AS AMENDED

APPENDIX B

FOURTH AMENDED

AND RESTATED OPERATING AGREEMENT OF

GOLDEN GRAIN ENERGY, LLC

100

101

102

103

104

105

106

107

108

109

110

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112

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APPENDIX C

FORM OF PROXY

GOLDEN GRAIN ENERGY, LLC

2022 Special Meeting of Members — January [___], 2022

Proxy Solicited on behalf of the Board of Directors

OUR DIRECTORS RECOMMEND YOU VOTE “FOR” PROPOSALS 1, 2 and 3.

PROPOSAL 1. To amend and restate our Third Amended and Restated Operating Agreement by adopting the Fourth Amended and Restated Operating Agreement, which provides for four separate and distinct classes of units: Class A, Class B, Class C and Class D Units.


FOR	AGAINST	ABSTAIN
0	0	0

PROPOSAL 2. To reclassify our units for the purpose of discontinuing the registration of our units under the Securities Exchange Act of 1934, as follows: units held by holders of 20,001 or more of our units into Class A Units; units held by holders of at least 10,001 units but less than 20,001 units into Class B Units; units held by holders of exactly 10,000 units into Class C Units; and units held by holders of less than 10,000 units into Class D Units.


FOR	AGAINST	ABSTAIN
0	0	0

PROPOSAL 3. To adjourn or postpone the Member Meeting, if necessary or appropriate, for the purpose, among others, of soliciting additional proxies if there are not sufficient votes at the time of the Member Meeting to approve the matters under consideration.


FOR	AGAINST	ABSTAIN
0	0	0

Please sign exactly as your name appears above. Joint owners must both sign. If signing as attorney, executor, trustee or other representative, please note title.

Signature:

Date:

Signature:

Date:

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APPENDIX D

FORM OF TRANSMITTAL LETTER

GOLDEN GRAIN ENERGY, LLC

1822 43rd Street SW

Mason City, Iowa 50401

[Date]

[name]

[address]

[city, state, zip code]

Re: Golden Grain Energy, LLC Membership Certificates

Dear Member:

As you know, the Members of Golden Grain Energy, LLC (the “Company”) affirmatively voted on January [___], 2022 to reclassify the membership units of the Company into four classes: Class A, Class B, Class C and Class D. We now ask that you return your original membership certificate(s) to the Company so that we may re-issue a new certificate to you which will identify the Class of membership units you now own. If your original membership certificates are being held by a bank as security interest for debt or by a trustee or other third party, please make arrangements with such third parties to return your original membership certificates as soon as possible.

Please mail or hand-deliver your membership certificates to:

Golden Grain Energy, LLC

1822 43rd Street SW

Mason City, Iowa 50401

Please feel free to contact Brooke Peters at (641) 423-8525 if you have any questions regarding the return of your membership certificates.

Very truly yours,

/s/ Dave Sovereign

Dave Sovereign

Chairman of the Board

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Golden Grain Energy (GGELU) PRE 14APreliminary proxy