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February 5, 2010
To the Members of Southwest Iowa Renewable Energy, LLC:
The Annual Meeting of Members of our Company will be held on Friday, March 19, 2010, at 1:00 p.m. Central Daylight Time at the City of Treynor Community Center, 11 West Main Street, Treynor, Iowa 51575.
A Notice of internet availability of proxy materials (which includes the Proxy Card, Proxy Statement, Notice of the 2010 Annual Members Meeting and the Company’s 2009 Annual Report (the “Proxy Materials”)) was mailed to the Members today, and the Proxy Materials have been posted on our website, www.sireethanol.com. We urge all Members to access the Proxy Materials, print the Proxy Card, fill it out and send to us to count your votes for the 2010 Annual Members Meeting. We will also be mailing Proxy Cards to all Members on or about February 15, 2010. Holders of Series A, B and C Units are entitled to vote at the Annual Meeting on the basis of one vote for each Unit held, though only the holders of Series A Units may vote to elect the Series A Director nominated to be elected at the 2010 Annual Meeting. If you attend the Annual Meeting in March, you may nevertheless revoke the proxy and vote in person even though you previously mailed the Proxy Card.
By resolution dated January 15, 2010, the Company’s Board of Directors authorized voting on the matters described in the attached Proxy Statement to be made via the enclosed Proxy Card.
It is important that your Units be represented at the meeting whether or not you are personally in attendance, and I urge you to review carefully the Proxy Statement and across the Proxy Card at our website, sign, date and return it at your earliest convenience. I look forward to meeting you and with our Directors and Officers, reporting our activities and discussing the Company’s business. I hope you will be present.
| Very truly yours, | |
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Brian T. Cahill President and General Manager |
Your Officers and Directors desire that all Members be present or represented at the Annual Meeting. Even if you plan to attend in person, please locate and print from our website the proxy card, date, sign and return it at your earliest convenience so that your Units may be voted. If you do attend the meeting in March, you retain the right to vote even though you mailed the enclosed proxy. The proxy must be signed by each registered holder exactly as the Unit is registered.
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10868 189th Street, Council Bluffs, IA 51503
PROXY STATEMENT
FOR ANNUAL MEETING OF MEMBERS
TO BE HELD MARCH 19, 2010
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Southwest Iowa Renewable Energy, LLC, an Iowa limited liability company (the “Company”), of proxies to be voted at the Annual Meeting of Members to be held on March 19, 2010, or any adjournment thereof (the “2010 Annual Meeting”). The date on which this Proxy Statement is first being sent or given to Members of the Company is on or about February 5, 2010.
The proxy statement, the notice of the 2010 Annual Meeting, form of proxy, and the Company’s annual report for fiscal 2009 may be requested by calling (877) 776-5999, emailing proxy@sireethanol.com, or accessing www.sireethanol.com and clicking on the “Investor Relations” tab.
PURPOSES OF THE MEETING
The 2010 Annual Meeting is to be held for the purposes of:
(1) To elect one Series A Director to serve until the 2014 Annual Member Meeting or until his successor shall be elected and qualified;
(2) To transact such other business as may properly come before the meeting and any adjournment thereof.
The Board of Directors unanimously recommends that the Series A Members vote FOR the election as Series A Director the person named under ELECTION OF SERIES A DIRECTOR.
VOTING, VOTING SECURITIES AND PRINCIPAL UNIT HOLDERS
General
The record date for holders of Units entitled to notice of, and to vote at, the 2010 Annual Meeting is the close of business on January 20, 2010 (the “Record Date”). As of the Record Date, the Company had outstanding and entitled to vote at the 2010 Annual Meeting 8,805 Series A Units, 3,334 Series B Units, and 1,000 Series C Units. Unless there is other business to be presented for action at the 2010 Annual Meeting, the only Units to be voted will be those held by Series A Members.
In deciding all questions, Members are entitled to one vote, in person or by proxy, for each Unit, regardless of class, held in the Member’s name at the close of business on the Record Date (though only Series A Members may vote for the election of the Series A Director). Your Units will be voted in accordance with the instructions you indicate when you submit your Proxy Card. If you submit a Proxy Card, but do not indicate your voting instructions, your Units will be voted as follows:
| ● | FOR the election of the Director nominee listed in this Proxy Statement (for Series A Members); and |
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| ● | At the discretion of the proxy holders in a manner that they consider being in the best interests of the Company, upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof (for all Members). |
Voting by Mail
By signing and returning the Proxy Card according to the instructions provided, you are enabling the individuals named on the Proxy Card, known as “proxies,” to vote your Units at the meeting in the manner you indicate. We encourage you to sign and return the Proxy Card even if you plan to attend the meeting. In this way your Units will be voted even if you are unable to attend the meeting.
Voting in Person at the Meeting
If you plan to attend the Annual Meeting and vote in person, the Company will provide you with a ballot at the meeting. If your Units are registered directly in your name, you are considered the Unit holder of record, and you have the right to vote in person at the meeting. If your Units are held in the name of your broker or other nominee, you are considered the beneficial owner of Units held in your name. In that case, and if you wish to vote at the meeting, you will need to bring with you to the meeting a legal proxy from your broker or other nominee authorizing you to vote these Units.
Quorum
The presence, in person or by proxy, of the holders of at least twenty-five percent (25%) of the Units outstanding and entitled to vote at the 2010 Annual Meeting is necessary to constitute a quorum. Abstentions and Units held by brokers, banks, other institutions and nominees that are voted on any matter at the 2010 Annual Meeting are included in determining the presence of a quorum for the transaction of business at the commencement of the 2010 Annual Meeting and on those matters for which the broker, nominee or fiduciary has authority to vote. Proxies representing a Member’s Units or ballots which are marked to “withhold authority” with respect to the election of the nominee for election as Director will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting and for purposes of voting for the election of the Director. Because the Proxy Card states how the Units will be voted in the absence of instructions by the Member, executed proxies bearing no instructions by the Member will be counted as present for quorum purposes and for the purpose of voting for the election of the Director.
Unit Ownership
As of December 31, 2009, there were 8,805 Series A Units, 3,334 Series B Units, and 1,000 Series C Units issued and outstanding. The following table sets forth certain information as of December 31, 2009, with respect to the Unit ownership of: (i) those persons or groups (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who beneficially own more than 5% of any Series of Units, (ii) each Director of the Company, and (iii) all Officers and Directors of the Company, ten in number, as a group. Unless otherwise provided, the address of those in the following table is 10868 189th Street, Council Bluffs, Iowa 51503. Except as noted below, the persons listed below possess sole voting and investment power over their respective Units.
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| Title of Class | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class |
| Series A | Ted Bauer | 36 Units1 | 0.41% |
| Series A | Hubert M. Houser | 39 Units2 | 0.44% |
| Series A | Karol D. King | 29 Units3 | 0.33% |
| Series A | Michael K. Guttau | 12 Units4 | 0.14% |
| -- | Brian T. Cahill5 | -0- | -- |
| -- | Karen L. Kroymann | -0- | -- |
| -- | Eric L. Hakmiller | -0- | -- |
| -- | Tom J. Schmitt | -0- | -- |
| -- | Greg Krissek | -0- | -- |
| Series B | Bunge North America, Inc. | 3334 Units | 100% |
| Series C | ICM, Inc. | 1000 Units | 100% |
| Series A | All Officers and Directors as a Group | 116 Units | 1.92% |
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1 These Series A Units are owned jointly by Mr. Bauer and his wife, Donna Bauer.
2 These Series A Units are owned jointly by Mr. Houser and his wife, Paula Houser.
3 These Series A Units are owned jointly by Mr. King and his wife, Rozanne King.
4 These Series A Units are owned jointly by Mr. Guttau and his wife, Judith Guttau.
5 Brian T. Cahill replaced Mr. James M. Lay as general manager, president and chief executive officer of the Company in September 2009.
PROPOSAL 1
ELECTION OF SERIES A DIRECTOR
One Series A Director is to be elected at the 2010 Annual Meeting. The Series A Director nominee elected at the 2010 Annual Meeting will serve until the 2014 Annual Meeting of Members or until his successor shall be elected and qualified.
The persons named in the accompanying form of Proxy intend to vote such Proxy for the election of the nominee named below as Series A Director of the Company to serve until the 2014 Annual Meeting of Members or until his successor shall be elected and qualified, unless otherwise properly indicated on such Proxy. If the nominee shall become unavailable for any reason, the persons named in the accompanying form of Proxy are expected to consult with the Board of Directors in voting the Units represented by them at the 2010 Annual Meeting. The Board of Directors has no reason to doubt the availability of the nominee and no reason to believe the nominee will be unable or unwilling to serve the entire term for which election is sought.
Proxies may not be voted for more than the one Series A Director nominee set forth below. To be elected a Series A Director, the nominee must receive the favorable vote of the majority of Series A Units entitled to vote and represented in person or by proxy at the 2010 Annual Meeting. The name of the Series A Director nominee, along with certain information concerning him, is set forth below.
Series A Director Nominee
The Series A Director nominee to be elected to serve a four-year term is Mr. Hubert M. Houser, age 67. Mr. Houser is a Series A Director and has been a Director of the Company since 2005.
Mr. Houser owns a farm and cow-calf operation located near Carson, Iowa. He's served in the Iowa Legislature, both in the House of Representatives and in the Senate, since 1993. Furthermore, Mr. Houser also served on the Pottawattamie County, Iowa, Board of Supervisors from 1979 to 1992 and as a director of the Riverbend Industrial Park. Lastly, Mr. Houser was a founder of the Iowa Western Development Association and Golden Hills RC&D.
Mr. Houser meets the “independent director” standards applicable to companies listed on the Nasdaq Capital Market (though the Company’s Units are not listed on any exchange or quotation system). Mr. Houser does not serve
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as a director of any other company having a class of securities registered under section 12 of the Exchange Act, or subject to section 15(d) of the Exchange Act, nor does he serve as a director of an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Mr. Houser’s address is 10868 189th Street, Council Bluffs, Iowa 51503.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SERIES A MEMBERS VOTE FOR THE ELECTION OF MR. HUBERT HOUSER AS SERIES A DIRECTOR FOR A FOUR-YEAR TERM.
OTHER BUSINESS
The Board of Directors knows of no other business to be presented for action at the 2010 Annual Meeting. If any matters do come before the 2010 Annual Meeting on which action can properly be taken, it is intended that the proxies shall vote in accordance with the judgment of the person or persons exercising the authority conferred by the proxy at the 2010 Annual Meeting.
ADDITIONAL INFORMATION
Certain Relationships and Related Transactions, and Director Independence
Bunge North America, Inc. and ICM, Inc. - Initial Purchase of Units; Bridge Loan
On November 1, 2006, in consideration of its agreement to invest $20,004,000 in the Company, Bunge North America, Inc., a New York corporation (“Bunge”), purchased the only Series B Units of the Company under an arrangement whereby the Company would (i) enter into various agreements with Bunge or its affiliates discussed below for management, marketing and other services to the Company, and (ii) have the right to elect a number of Series B Directors which are proportionate to the number of Series B Units owned by Bunge, as compared to all Units. Bunge elected Bailey Ragan and Michael Scharf as the Series B Directors on November 1, 2006 and replaced Messrs. Ragan and Scharf with Eric L. Hakmiller and Tom J. Schmitt on July 17, 2009. Under the Company’s Third Amended and Restated Operating Agreement dated July 17, 2009 (the “Operating Agreement”), the Company may not, without Bunge’s approval (i) issue additional Series B Units, (ii) create any additional Series of Units with rights which are superior to the Series B Units, (iii) modify the Operating Agreement to adversely impact the rights of Series B Unit holders, (iv) change the Company’s status from one which is managed by managers, or change back to manager management in the event the status is changed to member management, (v) repurchase or redeem any Series B Units, (vi) cause the Company to take any action which would cause a bankruptcy, or (vii) approve a transfer of Units allowing the transferee to hold more than 17% of the Company’s Units or to a transferee which is a direct competitor of Bunge.
On March 7, 2008, the Company obtained a bridge loan in the maximum principal amount of $36,000,000 (the “Bridge Loan”). The Company entered into a Series C Unit Issuance Agreement (the “Series C Agreement”) with ICM, Inc. (“ICM”) in connection with ICM’s provision of a letter of credit (“LC”) to secure the Company’s repayment of the Bridge Loan. Under the Series C Agreement, the Company agreed to pay ICM a fee for its issuance of the LC equal to 6% per annum of the undrawn face amount of the LC. In the event that the LC or ICM makes any payment to Commerce Bank, N.A. (the “Bridge Lender”) that reduces amounts owed by the Company under the Bridge Loan (each, a “Bridge Loan Payment”), the Series C Agreement provides that the Company will immediately reimburse ICM for the amount of such Bridge Loan Payment by issuing Class C Units to ICM. ICM remains the sole Series C Member of the Company and is afforded the right to elect one Series C Director to the Board so long as ICM remains a Series C Member. Greg Krissek was elected as the Series C Director by ICM on November 1, 2006.
The Bridge Loan matures on June 15, 2010, and in connection with it, ICM caused its lender to issue a letter of credit in favor of the Bridge Lender to secure the repayment of a portion of the Bridge Loan and the Company entered into a Second Amendment to the Series C Unit Issuance Agreement (“Series C Amendment”) with ICM under which, among other things, we agreed to issue Series C Units to ICM for any Bridge Loan payments made by ICM. Under the Series C Amendment, if ICM makes a Bridge Loan Payment, the Company will immediately issue Series C Units to ICM based on a Unit price that is equal to the lesser of $3,000 or one half (1/2) of the lowest purchase price paid by any party for a Unit who acquired (or who has entered into any agreement, instrument or document to acquire) such Unit as part of any private placement after the date of the Series C Amendment but prior to the date of any Bridge Loan Payment made by ICM. The Series C Amendment further provides that ICM will have the right to purchase its pro-rata share of any Units issued by the Company at any time after the date of the Series C Amendment.
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Bunge N.A. Holdings Inc. (“Holdings”), an affiliate of Bunge, extended to the Company a Subordinated Term Note (the “Term Note”) in favor of Holdings effective August 26, 2009 in the amount of approximately $27,107,000 and a Subordinated Revolving Credit Note (the “Revolving Note”). The Term Note provided by Bunge Holdings was in the amount of $27,106,000 with a maturity date of August 31, 2014. The Revolving Note provided by Bunge Holdings was in the amount of $10,000,000. The Term Note was used to reduce the principal outstanding under the Bridge Loan in a corresponding amount and as of September 30, 2009, the principal balance remaining on the Bridge Loan was approximately $8,585,000.
Holdings posted a money market account in the amount equal to 76% of the maximum principal amount of the Bridge Loan in favor of the Bridge Lender (the “Collateral”), and ICM caused its lender to issue a letter of credit in the amount equal to 24% of the maximum principal amount of the Bridge Loan in favor of the Bridge Lender (the “ICM LC”). The ICM LC expires on September 1, 2010, and the Bridge Lender will only draw against the ICM LC or Collateral to the extent that the Company defaults under the Bridge Loan or if the Company has not repaid the Bridge Loan in full by September 1, 2010. In the event the Bridge Lender draws against the ICM LC or the Collateral, the amounts drawn will be in proportion to Bunge Holdings’ and ICM’s respective ownership of the Company’s Units which are not Series A—76% and 24%, respectively. As the Company repays the principal of the Bridge Loan, the ICM LC’s and the Collateral’s stated amounts will automatically be reduced in the same proportion.
Holdings, at its option, may convert the Term Note to Series U Units of the Company at a per unit price of $3,000 in satisfaction of any outstanding principal balance due to Holdings by the Company pursuant to the Term Note. Holdings has a commitment subject to certain conditions, to advance up to $3,750,000 at our request under the Revolving Note; amounts in excess of $3,750,000 may be advanced by Bunge Holdings at its discretion. The Company has drawn $2,000,000 on the Revolving Note as of September 30, 2009. As a result of issuance of the Term Note and Revolving Note, a prior agreement with Bunge whereby Bunge would receive Series E Units in connection with any payments made to reduce the Bridge Loan on behalf of the Company was terminated effective July 17, 2009.
Bunge North America, Inc. - Other Transactions
We and Bunge entered into a Distiller’s Grain Purchase Agreement on October 13, 2006 (the “DG Agreement”). The DG Agreement provides that Bunge will purchase all of the Distillers Grains produced by us over a term of 10 years, beginning February 1, 2009, with automatic renewals for three-year terms unless a party provides six months’ notice. Bunge pays us for the Distillers Grains, but retains amounts for transportation costs, rail lease charges and marketing fees. We have agreed to pay a minimum annual marketing fee to Bunge in the amount of $150,000. After the third year of the DG Agreement, the parties may make adjustments to the prices.
We and Bunge entered into an Agreement on October 13, 2006 respecting the use of Bunge’s grain elevator in Council Bluffs, Iowa (the “Elevator Agreement”). The Elevator Agreement does not require the payment by us of any moneys and otherwise did not involve the payment of any consideration by either party; rather, it imposes restrictions on the use and possible disposition by Bunge of its grain elevator located in Council Bluffs, Iowa, including a right of first refusal in our favor. The parties entered into the Elevator Agreement as part of their overall arrangement under which Bunge initially agreed to invest in the Company.
On December 15, 2008, we and Bunge entered into a Lease Agreement (the “Lease”) respecting Bunge’s grain elevator in Council Bluffs. Under the Lease, we leased from Bunge the grain elevator for approximately $800,000 per year. The Lease provides customary terms and has an initial one-year term, which will be renewed for successive one-year terms upon the parties’ agreement to so extend the term.
We and a company in which Bunge holds a membership interest, AGRI-Bunge, LLC (“AB”), entered into an Agency Agreement on October 13, 2006, as amended December 15, 2008 (the “Agency Agreement”). Under the Agency Agreement, we agreed to pay an agency fee to AB for corn delivered, subject to an annual minimum fee of $225,000, for AB’s service of procuring all grain requirements for our plant. The Agency Agreement commenced on February 1, 2009 and continues for 10 years with automatic renewals for three year periods unless a party provides notice to not renew within six months of the then-current term. After three years from the commencement of the Agency Agreement, the annual minimum payment may be adjusted.
We and AB entered into a Grain Feedstock Supply Agreement dated December 15, 2008 (the “Supply Agreement”). Under the Supply Agreement, AB agreed to provide us with all of the corn we need to operate our ethanol plant, and we have agreed to only purchase corn from AB. AB provides grain originators who will work at our facility for purposes of fulfilling its obligations under the Supply Agreement. We pay AB a per-bushel fee for corn
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procured by AB for us under the Supply Agreement, subject to a minimum annual fee of $675,000 and adjustments according to specified indexes after three years. The term of the Supply Agreement is ten years, subject to earlier termination upon specified events. The Supply Agreement suspends the operation of the Agency Agreement. In the event we obtain a grain dealer’s license, subject to certain procedures specified in the Supply Agreement, then the operation of the Supply Agreement will terminate and the Agency Agreement will be reinstated.
On January 30, 2008, we and Bunge entered into a Support Services Agreement, as amended by the First Amendment to Support Services Agreement (the “Services Agreement”), under which Bunge provided us engineering support on our project, provided reports to our lender and assisted the Company with requests by our lender’s agent. We paid, in addition to Bunge’s out of pocket expenses, an hourly fee of $95 for such services. The term of the Services Agreement expired on December 31, 2009; but it is being continued on a month to month basis.
On June 25, 2007, we entered into the Railcar Sublease Agreement with Bunge for the sub-lease of 320 ethanol cars and 300 distillers dried grains with Solubles (“DDGS”) cars which are used in the delivery and marketing of ethanol and DDGS. We subleased 100 grain hoppers back to Bunge beginning August 1, 2009 for an initial three year term. On June 26, 2009, we executed an Amended and Restated Railcar Lease Agreement (“Amended Railcar Agreement”) with Bunge for the lease of 325 ethanol cars and 300 hopper cars. We are responsible for all maintenance and mileage charges as well as the monthly lease expense and certain railcar modification expenses. Under the Amended Railcar Agreement, we lease railcars for terms lasting 120 months and continuing on a month to month basis thereafter. The Amended Railcar Agreement will terminate upon the expiration of all railcar leases. The Amended Railcar Agreement reflects changes as a result of Bunge’s purchase and sale/leaseback of railcars from a new railcar equipment lessor other than contemplated in the Railcar Sublease Agreement between the Company and Bunge. The Amended Railcar Agreement provides that we are a lessee rather than a sublessee as under the Railcar Sublease Agreement and that Bunge is the lessor rather than the lessee as under the Railcar Sublease Agreement.
On December 15, 2008, we and Bunge entered into an Ethanol Purchase Agreement (the “Ethanol Agreement”), under which we sell Bunge all of the ethanol we produce, and Bunge has agreed to purchase the same, up to our plant’s nameplate capacity of 110,000,000 gallons a year. We pay Bunge a per-gallon fee for ethanol sold by Bunge, subject to a minimum annual fee of $750,000 and adjustments according to specified indexes after three years. The initial term of the Ethanol Agreement commenced on February 1, 2009, and will last three years, when it will automatically renew for successive three-year terms unless one party provides the other notice of their election to terminate 180 days prior to the end of the term.
On December 15, 2008, we and Bunge entered into a Risk Management Services Agreement (“Risk Management Agreement”). Under the Risk Management Agreement, Bunge provides us with assistance in managing our commodity price risks for a quarterly fee of $75,000. The Risk Management Agreement has an initial term of three years and will automatically renew for successive three year terms, unless one party provides the other notice of their election to terminate 180 days prior to the end of the term.
In March, 2009, we entered into an agreement with Bunge to provide an interim President / CEO. The agreement provided for reimbursement in the annual amount of $150,000 plus monthly expenses. Expenses for the twelve months ended September 30, 2009 were $85,139. We hired a new General Manager effective September 8, 2009 thus terminating this agreement with Bunge effective September 8, 2009.
ICM, Inc.
On September 25, 2006, we entered into a Design-Build Agreement (the “ICM Agreement”) with ICM, under which ICM contracted to construct a 110 million gallon per year dry mill ethanol plant. The ICM Contract contained a lump-sum price of $118,000,000.
We do not presently have any policies finalized and adopted by the Board governing the review or approval of related party transactions.
Directors
The chart below lists the Directors whose terms continue after the 2010 Annual Meeting and who are not standing for re-election at the 2010 Annual Meeting. The Directors listed below under “Independent Directors” meet the “independent director” standards applicable to companies listed on the Nasdaq Capital Market (though the Company’s Units are not listed on any exchange or quotation system) (“Independent Directors”). “Interested Directors” are those
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listed below who do not meet the “independent director” standards applicable to companies listed on the Nasdaq Capital Market (though the Company’s Units are not listed on any exchange or quotation system). The address for all Directors is 10868 189th Street, Council Bluffs, Iowa 51503. None of the Directors listed below have served on the board of directors of any other company having a class of securities registered under Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act, nor have any of our Directors served as directors of an investment company registered under the Investment Company Act. Under the Operating Agreement, the Series A Directors’ terms are staggered such that one Director will be up for election every year.
Independent Directors
Name and Age | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | |||
| Karol D. King, 63 | Series A Director and Chairman | Term expires 2013, Director since November, 2006 | Corn, popcorn and soybean farmer near Mondamin, Iowa, since 1967; President, King Agri Sales, Inc. (marketer of chemicals, fertilizer and equipment) since 1995; President, Kelly Lane Trucking, LLC, since 2007. Mr. King attended Iowa State University and has served on the Harrison County Farm Bureau Board, the Iowa Corn Growers Board, the Iowa Corn Promotion Board, the US Feed Grains Council Board, the National Gasohol Commission, and the National Corn Growers Association Board. | |||
| Ted Bauer, 57 | Series A Director, President, Secretary and Treasurer | Term expires 2012, Director since March 2005; Officer since November 2006 | Director, Secretary and Treasurer of the Company since March 2005; Owner and operator of a farming operation and hunting preserve near Audubon, Iowa, since 1977; Co-Founder, and from 2005 to 2007, Director, Templeton Rye Spirits LLC; Director, Iowa Quality Producers Alliance, since 2003; Vice President, West Central Iowa Rural Water, from 2002 to 2007. Mr. Bauer has an Ag Business degree from Iowa State University and is a graduate of the Texas A&M TEPAP program. | |||
Michael K. Guttau, 63 | Series A Director | Term expires 2011, Director since 2007 | Chairman, Council of Federal Home Loan Banks, Washington, D.C.; Chairman (2008-present), Vice Chairman (2004-2007) and Chairman of Audit Committee (2004-2006) and Chairman of Risk Management Committee (2007), Federal Home Loan Bank of Des Monies; since 1972, various positions with Treynor State Bank, currently CEO and Chairman of the Board; Superintendent of Banking, Iowa Division of Banking, 1995-1999; Director, Iowa Bankers Association, Iowa Bankers Mortgage Corporation, Iowa Student Loan Liquidity Corp., Iowa Business Development Finance Corp. and Iowa See Capital Liquidation Corp.; President, Southwest Iowa Bank Administration Institute. Mr. Guttau received his B.S., Farm Operation, from Iowa State University in 1969 and completed numerous U.S. Army education programs from 1969 to 1978. |
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Interested Directors
Name and Age | Position(s) Held with the Company | Term of Office† and Length of Time Served | Principal Occupation(s) During Past 5 Years | |||
Tom J. Schmitt, 59† | Series B Director and Vice Chairman | Since July 17, 2009 | Manager, Western Region, Bunge North America Oilseed Processing. Mr. Schmitt has worked with Bunge over thirty-two years. Mr. Schmitt received a Bachelor’s degree in business administration from St. Ambrose University. | |||
| Eric L. Hakmiller, 47† | Series B Director | Since July 17, 2009 | Vice-President and General Manager, Bunge Biofuels, Bunge North America. Mr. Hakmiller received a Bachelor’s degree in economics from the University of Maine and a graduate degree from Loyola Marymount University. | |||
| Greg Krissek, 47† | Series C Director | Since November 1, 2006 | Director of Government Affairs, ICM, Inc., since 2006; Director of Marketing and Governmental Affairs, United Bio Energy, from 2003 to 2006; Chairman, National Ethanol Vehicle Coalition, 2007; Secretary-Treasurer of the Board, Ethanol Promotion and Information Council since 2004 – President since June 2008; director, Kansas Association of Ethanol Processors since 2004; Director, Growth Energy, since 2008; Kansas Energy Council, 2004-2009; prior Director of Operations, Kansas Corn Commission; Assistant Secretary, Kansas Department of Agriculture, 1997 to 2000. Mr. Krissek represents ICM on the boards of six additional private ethanol companies. Mr. Krissek received his B.A. in Economics from Rockhurst University in Kansas City and his Juris Doctor and MBA from the University of Denver. | |||
| † The Interested Directors’ terms do not have a specified number of years, as these Directors are elected by the Series B Member or the Series C Member, as applicable. | ||||||
Executive Officers of the Company
The table below lists all of the Company’s executive officers. The address for all of the Company’s officers is 10868 189th Street, Council Bluffs, Iowa 51503. There are no arrangements or understandings between any of the Company’s officers and any other persons pursuant to which he or she was selected as an officer. None of the Officers listed below have served on the board of directors of any other company having a class of securities registered under Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act, nor have any of our Officers served as directors of an investment company registered under the Investment Company Act.
Name And Age | Position(s) Held with the Company | Term of Office and Length of Time Served | Business Background During Past 5 Years | ||
Brian T. Cahill, 56 | President and Chief Operating Officer | Since September, 2009 | Executive Vice President, Distillery Innovations Segment, MGP Ingredients, Inc. (“MGP”) (a public company, which provides services in the development, production and marketing of naturally-derived specialty ingredients and alcohol products) from 2007 to 2008; CFO/Vice President of Finance and Administration, MGP, from 2002 to 2007; General Manager, MGP, from 1992 to 2002. Mr Cahill received a Bachelor of Science in Accounting from Bradley University and is a Certified Public Accountant. |
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Name And Age | Position(s) Held with the Company | Term of Office and Length of Time Served | Business Background During Past 5 Years |
Karen L. Kroymann, 48 | Controller | Since June, 2009 | Controller, Transgenomic, Inc., (a public company which provides services for DNA lab testing and manufacture-analysis equipment) from 2007 to 2008; Controller, TTI Technologies (a synthetic coal manufacturer) from 2006 to 2007; Asst. Controller, Future Foam (a manufacturer and fabricator of polyurethane foam) from 1999-2006). Ms. Kroymann received a Bachelor’s of Arts degree from Mt. St. Clare College, an M.B.A. from the University of Nebraska and is a Certified Public Accountant. |
Compensation of Directors and Executive Officers
Compensation of Directors
The Company does not provide its Directors with any equity or equity option awards, nor any non-equity incentive payments or deferred compensation. Similarly, the Company does not provide its Directors with any other perquisites, “gross-ups,” defined contribution plans, consulting fees, life insurance premium payments or otherwise. Following recommendation by the Corporate Governance/Compensation Committee and subsequent approval by the Board on March 16, 2007, the Company pays its Directors under a compensation policy (the “Compensation Policy”) as follows: (i) each Director receives an annual retainer, and (ii) each Director receives a per Board meeting attendance fee (whether in person or telephonic), provided that the foregoing amounts in (i) – (ii) shall not exceed $24,000 per Director in any calendar year. Additionally, the Directors in the following positions are paid for specified services: (i) the Chairman of the Board, (ii) the Chairman of the Audit Committee and Audit Committee Financial Expert, (iii) the Chairmen of all other Committees, and (iv) the Secretary of the Board.
Independent Directors
The following table lists the compensation the Company paid in Fiscal Year 2009 to its Independent Directors.
| Name | Fees Earned or Paid in Cash | All Other Compensation | Equity or Non- Equity incentives | Total |
| Ted Bauer | $26,500 | $0 | $0 | $26,500 |
| Hubert M. Houser | $26,500 | $0 | $0 | $26,500 |
| Karol King | $31,500 | $0 | $0 | $31,500 |
| Michael Guttau | $29,000 | $0 | $0 | $29,000 |
Interested Directors
The following table lists the compensation the Company paid in Fiscal Year 2009 to its Interested Directors:
| Name | Fees Earned or Paid in Cash | All Other Compensation | Equity or Non- Equity incentives | Total |
| Bailey Ragan†* | $21,875 | $0 | $0 | $21,875 |
| Michael Scharf†* | $21,875 | $0 | $0 | $21,875 |
| Eric L. Hakmiller† | $4,625 | $0 | $0 | $4,625 |
| Tom J. Schmitt† | $4,625 | $0 | $0 | $4,625 |
Greg Krissek‡ | $24,000 | $0 | $0 | $24,000 |
† The Directors fees payable to the Interested Directirs are paid directly to their corporate employers at such Directors’ request, and the Interested Directors do not receive any compensation from the Company for their service as Directors.
‡ The Directors fees payable to Mr. Krissek are assigned to ICM by Mr. Krissek; thus, Mr. Krissek does not receive any compensation from the Company for his service as Director.
* No longer directors of the Company as of July 17, 2009.
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Compensation of Executive Officers
The Company does not currently provide any Unit options, Unit appreciation rights, non-equity incentive plans, non-qualified deferred compensation or pension benefits to its executive officers. The Corporate Governance/Compensation Committee is responsible for designing, reviewing and overseeing the administration of the Company’s executive compensation program. Certain elements of the Company’s executive compensation system have not yet been established. Pursuant to the Corporate Governance/Compensation Committee Charter, the Corporate Governance/Compensation Committee approved the compensation terms for Mr. Cahill and Ms. Kroymann when they were hired in 2009.
The compensation of the Company’s two senior executives is designed to achieve the following objectives: (i) support the Company’s business goals of commencing operations; (ii) align the interests of executive officers and the Company’s Unit holders; (iii) attract, retain and motivate high caliber executive officers; and (iv) pay for performance by linking a significant amount of executive compensation to individual contribution to selected metrics of our business plan.
The following discusses the main elements of compensation under our agreements with our two senior officers.
● Base Salary: A portion of annual cash compensation is paid as base salary to provide a level of security and stability. Mr. Cahill's annual base salary under his employment agreement is $180,000 while Ms. Kroymann is paid $90,000 in base salary under her employment agreement.
● Annual Cash Incentive : The Company expects that a significant portion of the annual cash compensation paid to the executive officers will be directly related to the achievement of individual performance goals and contributions. While awards were available for 2009, none were made. The Corporate Governance/Compensation Committee has not yet established the incentive criteria generally or the specific details for the Company’s two executive officers.
● Long-Term Incentive Compensation : The Company intends to develop a long-term incentive compensation program for its senior executives, which will include an equity component.
● Retirement and Welfare Benefits : The Company sponsors both a standard 401(k) and Roth 401(k) plan. To be eligible to participate, a new hire has to be employed for one full quarter, and upon satisfying this requirement, the employee is enrolled the first of the following month. While eligible employees are given an option to enroll, those who do not choose either "yes" or "no" are automatically enrolled in the standard 401(k) plan. Under the program, the company matches the first 3%, and ½ of the next 2%, of the employee’s contributions. Each participant picks his or her own investment strategy -- either the planned grouping of investments or individually selected investments. The Company has implemented a basic benefits plan for all full time employees, including medical, dental, life insurance and disability coverage.
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Summary Compensation Table
The following table provides all compensation paid to our executive officers in fiscal years 2009, 2008 and 2007. None of our officers received any bonus, stock or option awards, non-equity incentive plan compensation, or nonqualified deferred compensation in fiscal years 2007, 2008 and 2009.
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
| Brian Cahill, President and CEO | 2009 | $6,428(4) | $15,000(3) | $21,428 | |||||
Mark Drake, President and CEO(7) | 2009 | $90,000 | $0 | $0 | $0 | $0 | $0 | $2,905(1) | $152,905 |
| 2008 | $150,000 | $0 | $0 | $0 | $0 | $0 | $19,905(1) | $169,905 | |
| 2007 | $150,000 | $0 | $0 | $0 | $0 | $0 | $37,080(2) | $187,080 | |
| James M. Lay, President and CEO | 2009 | $70,100 | $15,039(6) | $0 | $0 | $0 | $0 | $0 | $85,139 |
| Karen L. Kroymann, Controller | 2009 | $21,538(5) | $21,538 | ||||||
Cindy Patterson, CFO(8) | 2009 | $100,000 | $10,000 | $0 | $0 | $0 | $0 | $0 | $110,000 |
| 2008 | $100,000 | $0 | $0 | $0 | $0 | $0 | $0 | $100,000 | |
| 2007 | $90,000 | $0 | $0 | $0 | $0 | $0 | $25,000(3) | $115,000 |
| (1) | This amount reflects the Company’s cost to provide a vehicle for Mr. Drake’s use. | |
| (2) | This amount constitutes reimbursements for the officer’s relocation expenses in the amount of $30,000 and the cost of providing the officer with a vehicle in the approximate amount of $7,080 for fiscal year. | |
| (3) | This amount is a signing bonus for the officer. | |
| (4) | Mr. Cahill’s annual base salary is $180,000. | |
| (5) | Ms. Kroyman’s annual base salary is $90,000. | |
| (6) | Mr. Lay received a $15,039 bonus from Bunge as a result of his performance as President and CEO of the Company. This bonus was paid by Bunge, but as a result of fees paid to Bunge by the Company. | |
| (7) | Mr. Drake resigned from the Company effective March 24, 2009. | |
| (8) | Ms. Patterson resigned from the Company effective July 10, 2009. |
Board Meetings and Committees
During Fiscal Year 2009, twenty-one meetings of the Board of Directors were held. In addition, six meetings of the Audit Committee, nine meetings of the Corporate Governance/Compensation Committee, eleven meetings of the Risk Management Committee and one meeting of the Nominating Committee were held. Each incumbent Director attended at least 90% of the aggregate meetings of the Board of Directors with the exception of Director Guttau who attended 81% of the aggregate meetings of the Board of Directors and Directors Hakmiller and Schmitt whose terms as directors began in July 2009. Each incumbent Director attended at least 73% of the meetings held by the committees of the Board of Directors on which each Director served during Fiscal Year 2009 with the exception of Directors Hakmiller and Schmitt whose terms as directors began in July 2009.
Audit Committee
The Company has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, which operates under a written charter (the “Audit Committee Charter”) and currently consists of Michael Guttau (Chair), Ted Bauer and Karol King. All of the members of the Audit Committee meet the
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“independent director” standards applicable to companies listed on the Nasdaq Capital Market (though the Company’s Units are not listed on any exchange or quotation system). The Board of Directors has determined that Michael Guttau is an “audit committee financial expert” as that term is defined in Item 401(h) of Regulation S-K under the Exchange Act. Among other things, the Audit Committee has the authority for appointing and supervising the Company’s independent registered public accounting firm and is primarily responsible for approving the services performed by the Company’s independent registered public accounting firm and for reviewing and evaluating the Company’s accounting principles and system of internal accounting controls. A copy of the Audit Committee charter is available on the Company’s website at www.sireethanol.com at “Investor Relations”. The Audit Committee held four meetings in Fiscal Year 2009.
Nominating Committee
The Nominating Committee operates under a written charter (the “Nominating Committee Charter”), which is available on the Company’s website, www.sireethanol.com at “Investor Relations”. The Nominating Committee Charter provides that the Nominating Committee will identify individuals qualified to become Board members for election by holders of the Company’s Series A units, to recommend to the Board persons to fill Board vacancies or to stand for election by members and to recommend to the Board nominees for each Board committee, including a financial expert to serve on the Company’s Audit Committee. Presently, the Nominating Committee’s membership consists of Ted Bauer, Hubert Houser (Chair) and Karol King, all of whom meet the “independent director” standards applicable to companies listed on the Nasdaq Capital Market (though the Company’s Units are not listed on any exchange or quotation system).
The Nominating Committee believes that having directors with relevant experience in business and industry, government, finance and other areas is beneficial to the Board as a whole. Directors with such backgrounds can provide a useful perspective on significant risks and competitive advantages and an understanding of the challenges the Company faces. With respect to nominating existing directors, the Nominating Committee reviews relevant information available to it, including the latest Board evaluations for such persons, if any, and assess their continued ability and willingness to serve as a director. The Nominating Committee will also assess such persons’ contributions in light of the mix of skills and experience the Committee has deemed appropriate for the Board. With respect to nominations of new directors, the Committee will conduct a thorough search to identify candidates based upon criteria the Committee deems appropriate and considering the mix of skills and experience necessary to complement existing Board members. The Committee will then review selected candidates and make a recommendation to the Board. The Committee may seek input from other Board members or senior management in identifying candidates.
The Nominating Committee Charter provides that the Nominating Committee will consider director candidates recommended by Unit holders the same way it evaluates other individuals for nomination as a new director, provided that must be made in accordance with the Company’s Operating Agreement (see “Member Proposals for the 2011 Annual Meeting”, below).
Corporate Governance / Compensation Committee Report
The Corporate Governance/Compensation Committee operates under the Compensation Committee Charter, which is available on the Company’s website, www.sireethanol.com at “Investor Relations”. The Corporate Governance/Compensation Committee Charter provides that the Corporate Governance/Compensation Committee will annually review and approve the Company’s compensation program for its Directors, officers and managers. The Corporate Governance/Compensation Committee Charter does not exclude from the Corporate Governance/Compensation Committee’s membership Directors who also serve as officers or Interested Directors. Presently, the Corporate Governance/Compensation Committee’s membership consists of Messrs. Schmitt (Chair), Bauer and King. As further described above, Mr. Schmitt is considered an Interested Director. Messrs. Bauer and King, who also serve as officers of the Company, participated in recommending to the Board Company’s Compensation Policy. The Corporate Governance/Compensation Committee Charter provides that the Corporate Governance/Compensation Committee may form and delegate its responsibilities to subcommittees, and the Corporate Governance/Compensation Committee Charter does not contemplate (nor does it prohibit) the use of compensation consultants to assist the Corporate Governance/Compensation Committee in its determination of Director, officer and managers’ compensation. The Corporate Governance/Compensation Committee has reviewed and discussed the compensation discussion and analysis set forth under the above section titled “Compensation of Executive Officer“ with management, and based on such review and discussions, has recommended to the board of directors that such discussion and analysis be included in this proxy statement.
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Audit Committee Report
The Audit Committee has reviewed and discussed the audited financial statements for Fiscal Year 2009 with management and discussed other matters related to the audit with the independent auditors. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit Committee met with the independent auditors, with and without management present, and discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees). The independent auditors also provided to the Audit Committee the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit Committee discussed with the independent auditors the firm’s independence.
Based upon the Audit Committee’s discussions with management and the independent auditors, and the Audit Committee’s review of representations of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended that the Company’s Board of Directors include the audited financial statements in the Company’s Annual Report to Members for Fiscal Year 2009.
AUDIT COMMITTEE:
Michael K. Guttau, Chair
Ted Bauer
Karol King
Independent Public Accountant Fees and Services
The following table presents fees paid for professional services rendered by the Company’s independent public accountants for the Company’s Fiscal 2009 and year ended September 30, 2008 (“Fiscal 2008”):
Fee Category | Fiscal 2009 Fees | Fiscal 2008 Fees |
Audit Fees | $140,300 | $115,000 |
Audit-Related Fees | $0 | $0 |
Tax Fees | $83,991 | $60,125 |
All Other Fees | $0 | -- |
| Total Fees | $224,291 | $175,125 |
Audit Fees are for professional services rendered by McGladrey & Pullen, LLP (“McGladrey”) for the audit of the Company’s annual financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by McGladrey in connection with statutory and regulatory filings or engagements.
Audit-Related Fees are for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” These services include accounting consultations in connection with acquisitions, consultations concerning financial accounting and reporting standards. The Company did not pay any fees for such services in Fiscal 2009 or 2008.
Tax Fees are for professional services rendered by RSM McGladrey, Inc., an affiliate of McGladrey, for tax compliance, tax advice and tax planning and include preparation of federal and state income tax returns, and other tax research, consultation, correspondence and advice.
All Other Fees are for services other than the services reported above. The Company did not pay any fees for such other services in Fiscal 2009 or 2008.
The Audit Committee has concluded the provision of the non-audit services listed above is compatible with maintaining the independence of McGladrey.
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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Audit Committee pre-approves all audit and permissible non-audit services provided by the Company’s independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors voted in favor of the appointment of McGladrey to serve as the Company’s independent public accountants for the Company’s fiscal year ending September 30, 2009. A representative of McGladrey is expected to be present at the 2010 Annual Meeting with an opportunity to make a statement, and will be available to respond to appropriate questions.
MEMBER PROPOSALS FOR THE 2011 ANNUAL MEETING
Under the rules of the SEC, any Member proposal to be considered by the Company for inclusion in the proxy material for the 2011 Annual Members’ Meeting—which we presently plan to hold in March 2011, must be received by the Secretary of the Company, 10868 189th Street, Council Bluffs, Iowa 51503, at a reasonable time prior to when the Company mails the proxy materials for the meeting. Accordingly, we determined that Members must submit proposals related to the 2011 Annual Members’ Meeting to the Company by October 8, 2010. The submission of a proposal does not guarantee its inclusion in the proxy statement or presentation at the annual meeting unless certain securities laws requirements are met. Proposals submitted later than October 8, 2010 will be considered untimely and will not be included in the Company’s proxy statement for the 2011 Annual Members’ Meeting.
Under the Company’s Operating Agreement, Members may nominate persons for election as Directors of the same Series, but in the case of Series A Directors, Series A Members must notify the Secretary of the Company in writing not less than 120 days prior to the one year anniversary of the date on which the Company first mailed its proxy materials for the prior year’s annual meeting. Accordingly, Members desiring to nominate a Director for election at the 2011 Annual Meeting of Members must give written notice of the nomination to the Secretary of the Company not later than October 8, 2010. As the Board may provide by resolution, the Company’s proxies will have discretionary authority to vote with respect to any matter that may be presented at an annual meeting which does not comply with these notice requirements. Members’ nomination notices must contain the specific information set forth in Section 5.3(e) of the Company’s Operating Agreement. A copy of the Company’s Operating Agreement will be furnished to Members without charge upon written request to the Secretary of the Company.
In the event a Member wishes to propose any other matter for consideration at a meeting of the Members, under the Company’s Operating Agreement, Members representing an aggregate of not less than thirty percent (30%) of all of the Units may demand that the Board of Directors call a meeting of Members.
MEMBER COMMUNICATION
Any Member wishing to communicate with any of the Company’s Directors regarding matters related to the Company may provide correspondence to the Director in care of Secretary, Southwest Iowa Renewable Energy, LLC, 10868 189th Street, Council Bluffs, IA 51503. The Chairman of the Corporate Governance/Compensation Committee will review and determine the appropriate response to questions from shareholders, including whether to forward communications to individual Directors. The Independent Directors review and approve the Member communication process periodically to ensure effective communication with Members.
OTHER BUSINESS
The Board of Directors knows of no other business to be presented for action at the 2010 Annual Meeting. If any matters do come before the Annual Meeting on which action can properly be taken, it is intended that the proxies shall
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vote in accordance with the judgment of the person or persons exercising the authority conferred by he proxy at the Annual Meeting.
EXPENSES OF SOLICITATION OF PROXIES
In addition to the use of the mails, proxies may be solicited by personal interview and telephone by directors, officers and other employees of the Company, who will not receive additional compensation for such services. The Company has not employed any party to solicit proxies for the 2010 Annual Meeting. The costs of this solicitation will be borne by the Company.
PERIODIC REPORTS
The Company’s financial statements and related financial information required to be provided to Members in connection with this Proxy Statement are contained in the Company’s Annual Report on Form 10-K for its fiscal year ended September 30, 2009 (the “Annual Report”), which was filed with the SEC on December 24, 2009. The Annual Report is attached to the Company’s Fiscal Year 2009 Annual Report, which accompanies this Proxy Statement, both of which are available on the Company’s website at www.sireethanol.com at the “Investor Relations” tab, but these documents are not deemed a part of the proxy soliciting material. Members may request paper copies of the Annual Report itself, this Proxy Statement and the Proxy Card by sending an e-mail to Betty Harmsen at proxy@sireethanol.com, calling (877) 776-5999, or by downloading a copy at www.sireethanol.com. Members may make a request for all future meetings or only for the 2010 Annual Members Meeting. A copy of the exhibits to the Annual Report will be mailed to Members free of charge upon request to Southwest Iowa Renewable Energy, LLC, 10868 189th Street, Council Bluffs, Iowa 51503, or by calling (877) 776-5999. Such requests must set forth a good faith representation that the requesting party was either a holder of record or a beneficial owner of Units of the Company on June 1, 2009.
The Notice of the Annual Meeting was mailed to all Members of record on February 5, 2010 and the Proxy Card will be separately mailed on or about February 15, 2010. All Members are encouraged to date, sign and return the Proxy Card at your earliest convenience in the postage paid envelope which accompanies that mailing.
Alternatively, the Proxy Card is available at www.sireethanol.com at the “Investor Relations” tab. Any Member of record may print out the Proxy Card and submit that as authorization to vote by proxy at the 2010 Annual Meeting. You do not need to provide any personal information to print off a Proxy Card - you will only need to confirm your Unit ownership on the Proxy Card in order for your vote to be counted. You may return the signed and dated Proxy Card in an envelope addressed to Southwest Iowa Renewable Energy, LLC, 10868 189th Street, Council Bluffs, Iowa 51503, at your earliest convenience.
Prompt submission of your Proxy Card to the Company will be appreciated as it will save the expense of further mailings and telephone solicitations.
| By Order of the Board of Directors | |
 | |
| Ted Bauer, | |
| Secretary |
Council Bluffs, Iowa
February 5, 2010
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| Southwest Iowa Renewable Energy, LLC |
| Proxy Solicited on Behalf of the Board of Directors |
| for Annual Meeting of Members |
| March 19, 2010 |
The undersigned hereby appoints Karol King and Ted Bauer and each of them, with full power of substitution, and hereby authorizes them to represent the undersigned and to vote all of the Units of SOUTHWEST IOWA RENEWABLE ENERGY, LLC (the “Company”) held of record by the undersigned on January 20, 2010, at the Annual Meeting of Members of the Company to be held on March 19, 2010 and any adjournment(s) thereof.
The proxy when properly executed will be voted as directed by the undersigned Member. If directors are not indicated, the proxy will be voted to elect the nominee described in item 1. The proxies, in their discretion, are further authorized to vote (a) on matters which the Board of Directors did not know would be presented at the Annual Meeting within the time period specified in the Company’s Third Amended and Restated Operating Agreement; and (b) on other matters which may properly come before the Annual Meeting and any adjournments or postponements thereof.
Members have the right to vote cumulatively in the election of directors and at the Members’ Meeting, the proxies intend to vote cumulatively and to allocate votes among the director nominees listed below, unless authority to vote for any nominee is withheld.
(continued, and to be signed on reverse side)
| Address Change/Comments (Mark the corresponding box on the reverse side) |
Please Mark Here for Address Change or Comments SEE REVERSE SIDE | o | |||||||||||
1. To elect one Director to serve until the 2014 Annual Meeting of Members or until his successor shall be elected and qualified; | FOR | AGAINST | ABSTAIN | |||||||||
FOR Nominee o | WITHHOLD Authority For nominee o | 2. To transact such other business that may properly come before the meeting and any adjournment thereof. | o | o | o | |||||||
| Director Nominee: | ||||||||||||
| 01 Hubert M. Houser | ||||||||||||
PLEASE SIGN, DATE AND RETURN THIS PROXY to Southwest Iowa Renewable Energy, LLC, 10868 189th Street, Council Bluffs, Iowa 51503. | ||||||||||||
Signature ______________________________ Title __________________________________ Print ___________________________________ Address of Unit Holder: City, State, Zip | *Signature _____________________________ Title _________________________________ Print _________________________________ Address of Unit Holder: City, State, Zip | Date _______________ | ||||||||||
Please sign your name exactly as it appears on the Unit Certificate. If signing for estates, trusts, corporations or partnerships, title or capacity should be stated. *If Units are held jointly, each holder should sign. | ||||||||||||
February 5, 2010
Important notice regarding the availability of proxy materials
for the Members meeting to be held on March 19, 2010.
Dear Member of Southwest Iowa Renewable Energy, LLC:
Internet Availability:
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for our 2010 Annual Members Meeting are available on the internet. This communication presents only an overview of the more complete proxy materials that are available on the internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. In addition, we plan to separately mail to you the proxy card only. Under applicable rules, we must wait 10 days before sending the proxy card to you.
The proxy statement, proxy card and the 2010 annual report to Members can be accessed at www.sireethanol.com by clicking on the “Investor Relations” tab.
If you would like 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 as instructed below on or before March 1, 2010 to facilitate timely delivery.
Annual Meeting Matters:
The 2010 Annual Members Meeting will be held on Friday, March 19, 2010, at 1:00 p.m. Central Daylight Time at the City of Treynor Community Center, 11 West Main Street, Treynor, Iowa 51575. Only holders of Series A, B and C Units in the Company as of January 20, 2010 (the “Record Date”) are entitled to notice of, and to vote at (if appropriate), the meeting and any adjournment thereof. If you attend the Annual Meeting in March, you may nevertheless revoke the proxy and vote in person even though you previously mailed the proxy card.
Proposals to be voted on at the Annual Meeting are listed below:
1. The Series A Members are to elect one Series A Director to serve until the 2014 Annual Member Meeting or until his successor shall be elected and qualified; and
2. To transact such other business as may properly come before the meeting and any adjournment thereof.
This Notice also constitutes notice to Members of the 2010 Annual Members Meeting required under our Third Amended and Restated Operating Agreement.
Instructions:
You may access the following proxy materials at www.sireethanol.com:
| R | Notice of the 2010 Annual Members Meeting | R | The Company’s 2010 Proxy Statement |
| R | The Company’s 2009 Annual Report | R | A proxy card for the 2010 Annual Members Meeting |
You may access your proxy materials and proxy card online by visiting www.sireethanol.com and clicking on the “Investor Relations” tab. Once you have carefully reviewed all of the proxy materials, please print off the proxy card, execute it and mail it to us at Southwest Iowa Renewable Energy, LLC, Attn: Investor Relations, 10868 189th Street, Council Bluffs, Iowa 51503. You do not need to provide any personal information to print off a proxy card—but you will need to provide enough information on the proxy card to allow us to verify your unit ownership in order for your vote to be counted.
If you prefer a paper copy of the proxy materials, you may request one by sending an e-mail to proxy@sireethanol.com, calling (877) 776-5999, or by making a request at www.sireethanol.com by clicking on the “Contact Us” tab and sending the request in the electronic form provided. You have the opportunity to make a request to receive paper copies for all future meetings or only for the 2010 Annual Members Meeting. Unit Holders as of the Record Date are encouraged and cordially invited to attend the 2010 Annual Members Meeting.
Map directions to the 2010 Annual Members Meeting can be found at www.sireethanol.com.
| |
| |
| |
NOTICE OF ANNUAL MEETING OF MEMBERS
TO BE HELD MARCH 19, 2010
To the Members of Southwest Iowa Renewable Energy, LLC:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Members of Southwest Iowa Renewable Energy, LLC, an Iowa limited liability company (the “Company”), will be held on March 19, 2010, at 1:00 p.m. Central Daylight Time at the City of Treynor Community Center, 11 West Main Street, Treynor, Iowa 51575, for the following purposes:
1. To elect one Series A Director to serve until the 2014 Annual Member Meeting or until his successor shall be elected and qualified; and
2. To transact such other business as may properly come before the meeting and any adjournment thereof.
Only holders of Units of the Company of record at the close of business on January 20, 2010, will be entitled to notice of, and to vote at, the meeting and any adjournment thereof. Only holders of Series A Units will be entitled to vote for the Series A Director nominated for election at the 2010 Annual Meeting. Directions to the annual meeting location may be found at www.sireethanol.com.
| By Order of the Board of Directors | |
 | |
| Karol King | |
| Chairman |
Your Board of Directors desire that all Members be present in person or represented by proxy at the Annual Meeting. Even if you plan to attend in person, please date, sign and return the Proxy Card available at www.sireethnol.com at your earliest convenience so that your vote may be counted. If you do attend the meeting in March, you may revoke your proxy and vote in person even though you mailed the Proxy Card. The Proxy Card must be signed by each registered Member exactly as set forth on the Proxy Card.