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 4, 2011
G REEN P LAINS R ENEWABLE E NERGY , I NC .
(Exact name of registrant as specified in its charter)
Iowa
(State or other jurisdiction of incorporation)
333-121321 | 84-1652107 | |
(Commission file number) | (IRS employer identification no.) | |
9420 Underwood Ave., Suite 100, Omaha, Nebraska | 68114 | |
(Address of principal executive offices) | (Zip code) |
(402)
(Registrants 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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 9, 2011, Green Plains Renewable Energy, Inc. (the Company) filed with the Secretary of State of Iowa Articles of Amendment to the Companys Articles of Incorporation to increase the number of shares of common stock authorized for issuance from 50,000,000 to 75,000,000. The Amendment was effective upon filing. A copy of the Amendment to the Companys
Item 5.07. Submission of Matters to a Vote of Security Holders.
All matters voted upon at the 2011 Annual Meeting of Shareholders (the Annual Meeting) on May 4, 2011 were approved and the number of shares cast for, against or withheld are as follows:
1. | Proposal to elect three directors to serve three-year terms that expire at the 2014 annual meeting. |
Nominee |
For | Withheld | ||||||
Jim Anderson |
27,454,207 | 5,216,462 | ||||||
Wayne Hoovestol |
26,719,368 | 5,951,301 | ||||||
Michael McNicholas |
27,728,509 | 4,942,160 |
2. | Proposal to approve an amendment to the Companys 2009 Equity Incentive Plan increasing the aggregate number of shares that may be issued as stock-based awards. |
00,000,000 | 00,000,000 | |||
For |
Against |
Abstain |
||
23,976,862 | 4,041,464 | 4,652,343 |
3. | Proposal to approve an amendment to the Companys Articles of Incorporation increasing the number of shares authorized for issuance. |
00,000,000 | 00,000,000 | |||
For |
Against |
Abstain |
||
31,912,930 | 724,950 | 32,789 |
4. | Proposal to cast an advisory vote on the Companys executive compensation. |
00,000,000 | 00,000,000 | |||
For |
Against |
Abstain |
||
27,761,184 | 240,649 | 4,668,836 |
5. | Proposal to cast an advisory vote on the frequency of holding an advisory vote on executive compensation. |
00,000,000 | 00,000,000 | 00,000,000 | ||||
1 Year |
2 Years |
3 Years |
Abstain |
|||
4,251,843 | 48,177 | 23,680,304 | 4,690,345 |
No other matters were voted upon
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part of this report.
Exhibit
|
Description of Exhibit |
|
3.1 | Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains Renewable Energy, Inc. |
2
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.
GREEN PLAINS RENEWABLE ENERGY, INC. | ||||
By: |
/s/ Jerry L. Peters |
|||
Date: May 9, 2011 |
Jerry L. Peters | |||
Chief Financial Officer | ||||
(Principal Financial Officer) |
3
Exhibit 3.1
ARTICLES OF AMENDMENT
TO SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
GREEN PLAINS RENEWABLE ENERGY, INC.
Pursuant to the provisions of Section 490.1001 through 490.1009 of the Iowa Business Corporation Act (the Act), the undersigned corporation adopts the following Articles of Amendment to its Second Amended and Restated Articles of Incorporation as of this date and hereby certified as follows:
1. The name of the corporation is Green Plains Renewable Energy, Inc.
2. This amendment of the Second Amended and Restated Articles of Incorporation was duly adopted by the directors of the corporation by resolution effective March 2, 2011, and duly approved by the shareholders of the corporation on May 4, 2011, effective on the filing hereof, in accordance with the Iowa Business Corporation Code.
3. The amendment to the Second Amended and Restated Articles of Incorporation is as follows, ARTICLE II shall be replaced in its entirely with:
ARTICLE II SHARES
The number of shares of stock authorized is 75,000,000 COMMON STOCK PAR VALUE $.001.
IN WITNESS WHEREOF, the undersigned signs and executes these ARTICLES OF AMENDMENT TO SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION and certifies to the truth of the facts herein states this 9 th day of May, 2011.
/s/ Michelle Mapes |
||
By: Michelle Mapes |
||
Title: EVP-General Counsel & Corporate Secretary |