UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported) |
May 9, 2017 |
GREEN PLAINS INC.
(Exact name of registrant as specified in its charter)
Iowa
(State or other jurisdiction of incorporation)
| |
001-32924 | 84-1652107 |
(Commission file number) | (IRS employer identification no.) |
| |
1811 Aksarben Drive, Omaha, Nebraska | 68106 |
(Address of principal executive offices) | (Zip code) |
(402) 884-8700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The company held its 2017 annual meeting of shareholders on May 9, 2017, in Omaha, Nebraska. All matters voted on were approved. The numbers of shares cast for, against or withheld are as follows:
| 1. | | Proposal to elect three directors, each to serve three-year terms that expire at the 2020 annual meeting. |
| | |
Nominee Name | For | Withheld |
Jim Anderson | 28,035,937 | 501,251 |
Wayne Hoovestol | 24,325,352 | 4,211,836 |
Ejnar Knudsen | 28,113,554 | 423,634 |
There were 10,119,769 broker non-votes with respect to this matter.
| 2. | | Proposal to approve an amendment to the company’s 2009 Equity Incentive Plan to (i) add a minimum vesting requirement of one year for all but 5% of awards under the plan and (ii) increase the aggregate number of shares that may be issued under the plan as stock-based awards from 3,000,000 to 4,110,000. |
| | |
For | Against | Abstain |
27,748,383 | 780,080 | 8,725 |
There were 10,119,769 broker non-votes with respect to this matter.
| 3. | | Proposal to cast an advisory vote to approve the company’s executive compensation. |
| | |
For | Against | Abstain |
21,800,199 | 6,705,467 | 31,522 |
There were 10,119,769 broker non-votes with respect to this matter.
| 4. | | Proposal to cast an advisory vote regarding the frequency of an advisory vote on executive compensation. |
| | | |
Every year | Every 2 years | Every 3 years | Abstain |
17,077,349 | 29,436 | 11,174,755 | 255,648 |
There were 10,119,769 broker non-votes with respect to this matter.
No other matters were voted on at the annual meeting.
Item 8.01. Other Events.
On May 9, 2017, Green Plains Inc. announced that its board of directors approved a quarterly cash dividend of $0.12 per share on the company’s common stock. The dividend will be payable on June 16, 2017, to shareholders of record at the close of business on May 26, 2017.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part of this report.
NumberDescription
99.1Press release, dated May 9, 2017
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Date: May 9, 2017 | Green Plains Inc. By: /s/ Jerry L. Peters Jerry L. Peters
Chief Financial Officer (Principal Financial Officer) |
