Green Plains Inc.
For the period ended Jun 5, 2026. Filed Apr 24, 2026.
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.
Jun 5, 2026 · Filed Apr 24, 2026
GPRE$13.23-3.4%Stored close · as of Nov 6, 2026
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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:2025 was a year of decisive progress—defined by strong leadership and operational excellence that advanced Green Plains’ strategy and positioned the Company for long-term success. During the year, Green Plains successfully brought carbon capture systems online at all three Nebraska facilities, enabling the permanent sequestration of CO2. Multiple plants also achieved record ethanol yields and meaningful gains in protein and corn oil output. Together, these achievements reinforce our leadership—not only in low-carbon biofuels, but across the broader industry—and demonstrate what is possible with the right strategy and team in place. Strong execution requires clear ownership and accountability at the top. In August, Chris Osowski was appointed President and Chief Executive Officer, bringing deep industry expertise, operational discipline, and a firm commitment to safety and accountability. The Board has full confidence in his ability to lead our safety-first, measurement-driven culture of operational excellence. As we enter 2026, Green Plains remains focused on operational excellence and disciplined capital investment. These priorities position the Company to strengthen performance, sustain momentum, and create durable, long-term value. On behalf of the Board, I extend our sincere thanks to our employees for their dedication and performance, to our customers and communities for their continued partnership and trust, and to our shareholders for their ongoing confidence in Green Plains.Sincerely,James D. AndersonThe Board of Directors | “As we enter 2026, Green Plains remains focused on operational excellence and disciplined capital investment. These priorities position the Company to strengthen performance, sustain momentum, and create durable, long-term value.” |
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| 2 | GREEN PLAINS INC.2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |
Notice of Annual Meeting of Shareholders
| DATE AND TIME10:00 a.m., Central Daylight Time, on Friday,June 5, 2026LOCATION www.meetnow.global/MQMV6GXRECORD DATEApril 10, 2026 | Items of Business | ||||
| Proposals | Board VoteRecommendation | For FurtherDetails | |||
| 1.To elect nine directors to serve one-year terms that expire at the 2027 annual meeting | Vote FOR all nominees | u Page 13 | |||
| 2.To approve an amendment to the Company’s 2019 Equity Incentive Plan (the “Plan”) to increase the aggregate number of shares that may be issued under the Plan as stock-based awards from 5,710,000 to 7,710,000 and amend certain provisions | Vote FOR | u Page 38 | |||
| 3.To ratify the selection of KPMG as the Company’s independent registered public accountants for the year ending December 31, 2026 | Vote FOR | u Page 45 | |||
| 4.To cast an advisory vote to approve the Company’s executive compensation | Vote FOR | u Page 53 | |||
| 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 expanded access for our shareholders and employees, 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/MQMV6GX, 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,Ryan P. LonemanCorporate SecretaryOmaha, Nebraska April 24, 2026Important Notice Regarding the Availability of Proxy Materials for Shareholder Meeting to be held on June 5, 2026.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 June 5, 2026, 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 April 24, 2026, 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 2025 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 |
| 13 | Corporate Governance |
| 13 | PROPOSAL 1 Election of Directors |
| 14 | Director Nominee Biographical Information and Experience |
| 23 | Director Nomination Process |
| 24 | Leadership Structure |
| 25 | Committees of the Board |
| 30 | Board Oversight |
| 33 | Investor Engagement |
| 33 | Other Governance Principles |
| 36 | Compensation of Directors |
| 38 | PROPOSAL 2 Amendment to the Green Plains Inc. 2019 Equity Incentive Plan to Increase Available Shares and Amend Certain Provisions |
| 45 | Audit Matters |
| 45 | PROPOSAL 3 Ratification of Company’s Auditors |
| 46 | Independence of Auditors |
| 46 | Auditors’ Fees |
| 47 | Audit Committee Report |
| 48 | Executive Officers |
| 53 | Executive Compensation |
| 53 | PROPOSAL 4 Advisory Vote to Approve Executive Compensation |
| 54 | Compensation Discussion and Analysis |
| 74 | Compensation Committee Report |
| 75 | Compensation Tables |
| 89 | CEO Pay Ratio |
| 91 | Pay vs. Performance Comparison |
| 94 | Equity Compensation Plan Information |
| 95 | Security Ownership of Certain Beneficial Owners Executive Officers and Directors |
| 97 | Transactions with Related Persons, Promoters and Certain Control Persons |
| 98 | Other Matters |
| 103 | Appendix A |
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