Green Plains Inc.
For the period ended May 7, 2024. Filed Mar 28, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2024 · Filed Mar 28, 2024
GPRE$13.23-3.4%Stored close · as of Nov 6, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
GREEN PLAINS INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
1
Letter from our Board of Directors
| Dear Shareholders:It is my honor to pen this letter to you, as your new Chairman of the Board. I know I speak on behalf of all members of the Board of Directors when I thank past chairman Wayne Hoovestol for his years of commitment to Green Plains and its shareholders. I am eager to continue the legacy of strong leadership, working alongside dedicated Green Plains employees as they continue to drive toward success through an intensive company transformation into an ag-tech innovator creating sustainable ingredients that matter. In 2023, we forged new partnerships and enhanced existing ones, navigated challenging markets, and celebrated several successes. We made progress in several areas of environmental stewardship and responsible business, focusing on the planet and people, and continued to enhance transparency and disclosure in our 2023 Sustainability Report. As we move forward in 2024, Green Plains remains committed to its transformation into the biorefinery platform of the future, making more with less while helping to reduce the world’s carbon emissions. We cannot accomplish our goals without our employees, customers, shareholders, and communities. Thank you for your support. Sincerely,James D. AndersonThe Board of Directors | “As we move forward in 2024, Green Plains remains committed to its transformation into the biorefinery platform of the future, making more with less while helping to reduce the world’s carbon emissions.” |
|---|
| 2 | GREEN PLAINS INC.2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |
Notice of Annual Meeting of Shareholders
| DATE AND TIME10:00 a.m., Central Daylight Time, on Tuesday,May 7, 2024LOCATION www.meetnow.global/MNVQDLQRECORD DATEMarch 13, 2024 | Items of Business | ||||
| Proposals | Board VoteRecommendation | For FurtherDetails | |||
| 1.To elect six directors to serve one-year terms that expire at the 2025 annual meeting | Vote FOR all nominees | u Page 14 | |||
| 2.To ratify the selection of KPMG as the Company’s independent registered public accountants for the year ending December 31, 2024 | Vote FOR | u Page 36 | |||
| 3.To cast an advisory vote to approve the Company’s executive compensation | Vote FOR | u Page 42 | |||
| To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | |||||
| How To VoteWhether or not you expect to attend the annual meeting online, we urge you to vote your shares via the following:INTERNETGo to: www.envisionreports.com/GPREPHONECall our toll-free telephone number 1-800-652-VOTE (8683) within the USA, US Territories and CanadaMAILSign, date and mail the proxy card in the envelope provided. | The foregoing items are more fully described in the accompanying Proxy Statement. Each share of our Common Stock is entitled to one vote on all matters presented at the Annual Meeting. Dissenters’ rights are not applicable to these matters.To provide a safe experience for our stockholders and employees, as well as to provide expanded access, improved communications and cost and time savings for our shareholders and the Company, we will once again conduct a virtual annual meeting. You will be able to attend and participate in the meeting by visiting www.meetnow.global/MNVQDLQ, where you will be able to listen to the meeting live, submit questions, and vote. To access the online meeting, you must have the information that is printed on the shaded bar area located on the reverse side of the Notice. A password is not required for this meeting.By Order of the Board of Directors,Michelle MapesCorporate SecretaryOmaha, Nebraska March 28, 2024Important Notice Regarding the Availability of Proxy Materials for Shareholder Meeting to be held on May 7, 2024.Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. Instead of mailing paper copies of our proxy materials, we sent shareholders the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 7, 2024, with instructions for accessing the proxy materials and voting via the Internet (the “Notice”) and attending the Annual Meeting online. The Notice, which was mailed on or around March 28, 2024, also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose. The Notice, the Proxy Statement and our 2023 Annual Report may be accessed at www.edocumentview.com/GPRE. | ||||
3
Table of Contents
| 1 | Letter from our Board of Directors |
| 2 | Notice of Annual Meeting of Shareholders |
| 4 | Safe Harbor for Forward-Looking Statements |
| 4 | Web Links |
| 5 | Proxy Statement |
| 5 | Proxy Summary |
| 14 | Corporate Governance |
| 14 | PROPOSAL 1 Election of Directors |
| 15 | Director Nominee Biographical Information and Experience |
| 22 | Director Nomination Process |
| 23 | Leadership Structure |
| 25 | Committees of the Board |
| 28 | Board Oversight |
| 32 | Investor Engagement |
| 33 | Other Governance Principles |
| 35 | Compensation of Directors |
| 36 | Audit Matters |
| 36 | PROPOSAL 2 Ratification of Company’s Auditors |
| 37 | Independence of Auditors |
| 37 | Auditors’ Fees |
| 38 | Audit Committee Report |
| 39 | Executive Officers |
| 42 | Executive Compensation |
| 42 | PROPOSAL 3 Advisory Vote to Approve Executive Compensation |
| 43 | Compensation Discussion and Analysis |
| 63 | Compensation Committee Report |
| 64 | Compensation Tables |
| 73 | CEO Pay Ratio |
| 74 | Pay vs. Performance Comparison |
| 77 | Equity Compensation Plan Information |
| 78 | Security Ownership of Certain Beneficial Owners and Management |
| 80 | Transactions with Related Persons, Promoters and Certain Control Persons |
| 81 | Other Matters |
| Sustainability Highlights | |
|---|---|
| 13 | Environmental Stewardship and Social Responsibility Highlights |
| 24 | Diversity and Refreshment |
| 31 | Sustainability Oversight |
| 32 | Investor Engagement |
| 33 | Code of Ethics and Other Policies |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.