HERON LAKE BIOENERGY, LLC | |||
(Exact name of small business issuer as specified in its charter) | |||
Minnesota | 000-51825 | 41-2002393 | |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
91246 390th Avenue, Heron Lake, MN | 56137-1375 | ||
(Address of principal executive offices) | (Zip Code) | ||
(507) 793-0077 | |||
(Issuer's telephone number) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
• | Leslie Bergquist - Age 54, Appointed Governor. Mr. Bergquist is currently the owner and President of Bergquist Consulting Corporation, performing commercial and agricultural loan reviews and appraisal reviews. He also serves as a farm manager for Fagen Farms, LLC, which is an affiliate of Fagen, Inc., a bus driver for Bennett & Bennett Transportation, and works for Granite Falls Municipal Hospital and Manor in ambulance transport services. Prior to founding Bergquist Consulting Corporation in January 2012, Mr. Bergquist served as a senior credit analyst for Forstrom Bancorporation, Inc. from May 2007 through December 2011. He also previously worked at Yellow Medicine County Bank, holding the positions of President, Vice President, and director over the course of his tenure. Mr. Bergquist's community involvement includes current and previous involvement with the Minnesota Bankers Association, Minnesota Valley Antique Farm Power and Machinery Association, Granite Falls Kiwanis, Yellow Medicine East Dollars for Scholars, Steelesville Cemetery Association, City of Granite Falls Planning Commission, and Granite Falls Lutheran Church. He received his Bachelor's degree in Agronomy from the University of Minnesota. Mr. Bergquist currently serves as a governor of Granite Falls Energy, LLC, an SEC-reporting company. |
• | Kenton Johnson - Age 25, Alternate Appointed Governor. Mr. Johnson previously served on the Company's Board of Governors from August 2011 to July 2013, as an appointee of Project Viking. Mr. Johnson currently raises corn and soybeans with his father south of Granite Falls, Minnesota. In May of 2007, Mr. Johnson started managing his own farming operation. In August of 2009, Mr. Johnson became Chief Executive Officer and shareholder of Prairie View Farms, Inc. Prairie View Farms has been a family owned and operated farming business since 1990. Mr. Johnson is a member of the Minnesota Corn Growers Association and the Minnesota Soybean Growers Association. He also serves on the boards of Platinum Ethanol, LLC and Bushmills Ethanol, Inc. He is a member of YME Hoops Club and Granite Falls Lutheran Church. Mr. Johnson received his B.S. in Agriculture Business Management from Southwest Minnesota State University. Mr. Johnson currently serves as a governor of Granite Falls Energy, LLC, an SEC-reporting company. |
• | Martin Seifert - Age 41, Alternate Appointed Governor. Mr. Seifert has served as the executive director of the Avera Marshall Foundation at Avera Marshall Regional Medical Center from October 2010 to December 2013. Mr. Seifert has also been a Realtor with Real Estate Retrievers since 2010. Prior to joining the Avera Marshall Foundation and Real Estate Retrievers, Mr. Seifert was a member of the Minnesota House of Representatives from 1996 to 2011. He also served as minority leader in the Minnesota House of Representatives from 2006 to 2009. Mr. Seifert graduated from Southwest Minnesota State University in 1995. Mr. Seifert currently resides in Marshall, Minnesota. He is currently a candidate for Governor of Minnesota. Mr. Seifert currently serves as an alternate at-large governor of Granite Falls Energy, LLC, an SEC-reporting company. |
Name | Votes For | |
Michael Kunerth | 6,529,032 | |
Robert J. Ferguson | 6,293,944 |
For | Against | Abstentions |
45,267,578 | 853,672 | 1,230,731 |
For | Against | Abstentions |
45,722,840 | 379,960 | 1,249,181 |
(a) | None. | |
(b) | None. | |
(c) | None. | |
(d) | Exhibits | |
3.1 | First Amendment to the Member Control Agreement, as amended through August 30, 2011 |
HERON LAKE BIOENERGY, LLC | |
Date: March 24, 2014 | /s/ Stacie Schuler |
Stacie Schuler, Chief Financial Officer |
Amendment to Section 5.1(c) | Section 5.1(c) is amended by moving the provisions of current romanette (xi) to new romanette (xii), by moving the provisions of current romanette (x) to new romanette (xi), and by adding the provisions of new romanette (x) as provided below. Following such amendment, Section 5.1(c)(x)-(xii) shall read as follows: (x) Any of the actions set forth in Section 5.1(d)(i)-(iv); (xi) Any tax elections under Section 8.3(a) of this Agreement; or (xii) Any amendment to the Articles or this Agreement. |
Amendment to Section 5.3 | Section 5.3 is amended by adding the provisions of new subsection (m) as follows: (m) Alternate Governors. A Member that holds the right to appoint one or more Governors pursuant to Section 5.3(a)(iv) shall be entitled to appoint one alternate Governor for each Governor such Member is entitled to appoint, to serve as follows. If an appointed Governor is not available for, or during any part of, a meeting of the Board or to take action in writing in lieu of such a meeting, an alternate Governor appointed by the Member that holds the right to appoint the absentee Governor is entitled to act as a Governor at such meeting, or during such part, or to take such action in writing. The Governors elected by the Members pursuant to Section 5.3(a)(iii) may together (by majority vote of such elected Governors) designate one alternate Governor to serve as follows. If any elected Governor is not available for, or during any part of, a meeting of the Board or to take action in writing in lieu of such a meeting, the alternate Governor designated by the elected Governors is entitled to act as a Governor at such meeting, or during such part, or to take such action in writing (but only on behalf of one elected Governor, if more than one is unavailable). All alternate Governors shall receive notice of all Board meetings and all information provided to the Board, unless the Company’s legal counsel concludes that providing or sharing particular information with an alternate Governor would jeopardize the Company’s attorney-client privilege. All alternate Governors shall be entitled to attend all meetings of the Board. |
Amendment to Section 6.2(a) | Section 6.2(a) is amended by deleting the last sentence thereof, which provides as follows: “The Board shall have authority to increase the minimum ownership requirements and to place other membership restrictions on the holders of Class B Units.” |