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 14 , 2014

 

Green Plains Inc.

(Exact name of registrant as specified in its charter)

 

Iowa

(State or other jurisdiction of incorporation)

 

 

 

 

 

001-32924

84-1652107

(Commission file number)

(IRS employer identification no.)

 

 

450 Regency Parkway , Ste. 4 00, Omaha, Nebraska

68114

(Address of principal executive offices)

(Zip code)

 

 

(402) 884-8700

(Registrant’s 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. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 14, 2014, Green P lains Renewable Energy, Inc (the “Company”) filed with the Secretary of State of Iowa Articles of Amendment to the Company’s Articles of Incorporation to change the name of the Company from Green Plains Renewable Energy, Inc. to Green Plains Inc.  The Amendment was effective upon filing. A copy of the Amendment to the Company’s Articles of Incorporation is inc luded as Exhibit 3.1. The Company issued a press release announcing the name change, which is included as Exhibit 99.1

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company   held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”) on May 14, 2014. Related to matters voted upon at the Annual Meeting, all matters were approved.

The number of shares cast for, against or withheld are as follows:

 

1.

Proposal to elect two directors , each to serve a   three-year term that expire s at the 2017 annual meeting.

 

 

 

 

 

 

 

 

 

 

 

Nominee

 

For

 

Withheld

Jim Anderson

 

26,225,786 

 

1,142,839 

Wayne Hoovestol

 

24,694,564 

 

2,674,061 

 

 

 

 

 

There were 3,914,549 broker non-votes with respect to this matter.

 

2.

Proposal to approve an amendment to the Company’s Articles of Incorporation to change the name of the corporation   from Green Plains Renewable Energy, Inc. to Green Plains Inc.

 

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

31,058,594 

 

40,712 

 

183,868 

 

There were no broker non-votes with respect to this matter.

 

3.

Proposal to approve features related to the issuance of common stock upon conversion of the Company’s 3.25% convertible senior notes due 2018, including flexible settlement.

 

 

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

27,043,997 

 

231,585 

 

93,043 

 

There were 3,914,549 broker non-votes with respect to this matter.

 

4.

Proposal to approve the Company’s Umbrella Short-Term Incentive Plan.

 

 

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

26,761,126 

 

509,968 

 

97,531 

 

There were 3,914,549 broker non-votes with respect to this matter.

 

5.

Proposal to approve the material terms of the performance goals under the Company’s 2009 Equity Incentive Plan , as amended, for purposes of Internal Revenue Code Section 162(m).

 

 

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

25,921,207 

 

1,349,891 

 

97,527 

 

There were 3,914,549 broker non-votes with respect to this matter.

2

 

 

6.

Proposal to cast an advisory vote to approve the Company’s executive compensation.

 

 

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

22,393,730 

 

4,870,164 

 

104,731 

 

There were 3,914,549 broker non-votes with respect to this matter.

 

No other matters were voted upon at t he Annual Meeting.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed as part of this report.

 

 

 

 

 

 

Exhibit

 

 

Number

 

Description of Exhibit

3.1

 

Second Articles of Amendment to Second Amended and Restated Articles of Incorporation

 

 

of Green Plains Renewable Energy, Inc.

99.1

 

Press Release Announcing Corporation Name Change to Green Plains Inc.

 

 

 

 

3

 

 

 

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.

 

 

 

 

 

Date: May 1 6 , 2014

 

Green Plains Inc.

 

 

By:   /s/ Jerry L. Peters                   

Jerry L. Peters
Chief Financial Officer

(Principal Financial Officer)

 

 

4

 

Exhibit 3.1

 

SECOND 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 second amendment to the Second Amended and Restated Articles of Incorporation was duly adopted by the directors of the corporation by resolution effective   May 14 , 2014 , and duly approved by the shareholders of the corporation on May 14, 2014 , effective on the filing hereof, in accordance with the Act.

3.  This   second amendment to the Second Amended and Restated Articles of Incorpo ration is as follows:

 

ARTICLE I   shall be replaced in its entiret y with:

 

ARTICLE I NAME

 

The name of the corporation shall be:  GREEN PLAINS INC.

 

IN WITNESS WHEREOF, the undersigned signs and executes this SECOND ARTICLES OF AMENDMENT TO SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION and certifies to the truth o f the facts herein stated this 14 th day of May, 2014 .

 

/s/ Michelle Mapes

By:  Michelle Mapes

Title: EVP-General Counsel & Corporate Secretary

 

Exhibit 99.1

 

 

PICTURE 2                NEWS RELEASE

 

Green Plains Renewable Energy, Inc. Change s Name to Green Plains Inc.

 

OMAHA, NEB. (GLOBE NEWSWIRE)  - May 16 , 2014 – Green Plains Renewable Energy, Inc. (NASDAQ: GPRE) announced today that it has changed its name to Green Plains Inc. to reflect the continued diversification of the Company’s operations. The name change was approved by the Company’s shareholders at its annual meeting on May 14, 2014. 

 

“Over the last six years, we have built a diversified platform that provides a variety of products and services beyond renewable fuel,” said Todd Becker, Green Plains President and CEO. “Green Plains Inc. more accurately reflects who we are today and our broader focus for future growth.”

 

Green Plains’ common stock will continue to trade under the ticker symbol “GPRE” and there will be no change to any of the Company’s subsidiary names.  The change to   Green Plains Inc. is effective immediately.

 

About Green Plains

Green Plains Inc. (NASDAQ: GPRE) is a diversified commodity-processing business with operations related to ethanol production, corn oil production, grain handling and storage , and commodity marketing and distribution services. The Company processes over ten million tons of corn annually, producing over one billion gallons of ethanol, three million tons of livestock feed and 250 million pounds of industrial grade corn oil at full capacity. Green Plains also is a partner in a joint venture to commercialize advanced technologies for growing and harvesting algal biomass.

 

Safe Harbor

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements are identified by the use of words such as "anticipates," "believes," "estimates," "expects," "goal," "intends," "plans," "potential," "predicts," "should," "will," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Such statements are based on management's current expectations and are subject to various factors, risks and uncertainties that may cause actual results, outcome of events, timing and performance to differ materially from those expressed or implied by such forward-looking statements. Green Plains may experience significant fluctuations in future operating results due to a number of economic conditions, including, but not limited to, competition in the ethanol and other industries in which the Company operates, commodity market risks including those that may result from current weather conditions, financial market risks, counter-party risks, risks associated with changes to federal policy or regulation, risks related to closing and achieving anticipated results from acquisitions, risks associated with the joint venture to commercialize algae production and the growth potential of the algal biomass industry, and other risks detailed in the Company's reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2013, and in the Company's subsequent filings with the SEC. In addition, the Company is not obligated, and does not intend, to update any of its forward-looking statements at any time unless an update is required by applicable securities laws.

 

Contact:   Jim Stark, Vice President - Investor and Media Relations ,   Green Plain s .   (402) 884-8700  

 

 

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