UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 3, 2021
CHS Inc.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 001-36079
| Minnesota | 41-0251095 | |||||||||||||||||||
| (State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) | |||||||||||||||||||
| 5500 Cenex Drive | ||||||||||||||||||||
| Inver Grove Heights, | Minnesota | 55077 | ||||||||||||||||||
| (Address of principal executive offices, including zip code) | ||||||||||||||||||||
| (651) | 355-6000 | |||||||||||||||||||
| (Registrant’s telephone number, including area code) | ||||||||||||||||||||
| Not Applicable | ||||||||||||||||||||
| (Former Name or Former Address, if Changed Since Last Report) | ||||||||||||||||||||
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 (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| 8% Cumulative Redeemable Preferred Stock | CHSCP | The Nasdaq Stock Market LLC | ||||||
| Class B Cumulative Redeemable Preferred Stock, Series 1 | CHSCO | The Nasdaq Stock Market LLC | ||||||
| Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2 | CHSCN | The Nasdaq Stock Market LLC | ||||||
| Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3 | CHSCM | The Nasdaq Stock Market LLC | ||||||
| Class B Cumulative Redeemable Preferred Stock, Series 4 | CHSCL | The Nasdaq Stock Market LLC | ||||||
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 7.01 Regulation FD Disclosure.
On December 3, 2021, Jay Debertin, President and Chief Executive Officer of CHS Inc. (the “Company”), and Olivia Nelligan, Executive Vice President and Chief Financial Officer of the Company, each gave a speech at the Company’s 2021 Annual Meeting. Ms. Nelligan’s speech was accompanied by a related slide presentation. A copy of Mr. Debertin’s speech is attached hereto as Exhibit 99.1, and copies of Ms. Nelligan’s speech and related slide presentation are attached hereto as Exhibits 99.2 and 99.3, respectively. Each such copy is incorporated herein by reference.
Pursuant to General Instruction B.2. to Form 8-K, the information set forth and incorporated by reference in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Form 8–K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall otherwise be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| Speech of Jay Debertin | ||||||||
| Speech of Olivia Nelligan | ||||||||
| Slide Presentation Related to Speech of Olivia Nelligan | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| CHS Inc. | ||||||||||||||
| Date: December 3, 2021 | By: | /s/ Olivia Nelligan | ||||||||||||
| Olivia Nelligan | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||