8-K

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)

October 26, 2021

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.)
1811 Aksarben Drive, Omaha, Nebraska	68106
(Address of principal executive offices)	(Zip code)

(402) 884-8700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GPRE	The Nasdaq Stock Market LLC

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2021, Green Plains Inc. appointed Ms. Farha Aslam as an independent member of its board of directors, effective immediately. Ms. Aslam has joined the board filling a vacant position created by the retirement of Gene Edwards from the Board in August 2021. Ms. Aslam’s term will expire at the 2022 annual meeting. There are no arrangements or understandings between Ms. Aslam and any other person pursuant to which Ms. Aslam was appointed to the board, or transactions in which Ms. Aslam has an interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Aslam has not yet been assigned to serve on any committees of the board.

Ms. Aslam will participate in the standard compensation program for the Company’s non-employee directors, described on pages 38 through 39 of the Company’s definitive Proxy Statement for its 2021 annual meeting of stockholders (filed with the Securities and Exchange Commission on March 26, 2021), and her compensation will be prorated to reflect the commencement date of her service on the Board.

Ms. Aslam is a Managing Partner at Crescent House Capital, an investment and strategic advisory firm she founded that focuses on the agriculture, energy, and food processing industries. Ms. Aslam has worked in the finance industry since 1996. Prior to founding Crescent House in 2019, she was Managing Director at Stephens Inc., where she led the firm’s Food and Agribusiness equity research team and built a top-tier research franchise that spanned the grain, ethanol, protein, and packaged food sectors and successfully positioned several lead managed equity offerings and debt financings. Previously, Ms. Aslam was a vice president at Merrill Lynch and a risk management advisor at UBS. Ms. Aslam serves on the boards of directors of Pilgrim’s Pride Corporation (Nasdaq: PPC); Calavo Growers, Inc. (Nasdaq: CVGW); PSSI; and Saffron Road. She is a member of the audit committees at both Pilgrim’s Pride and Calavo. At Calavo, she is also a member of the board’s compensation and sustainability committees. Ms. Aslam graduated from the University of California with a B.A. degree in Economics. She holds a Master of Business Administration degree from Columbia University.

Item 7.01. Regulation FD Disclosure.

Attached as Exhibit 99.1 to this Current Report on Form 8-K is a copy of the Company’s press release dated October 27, 2021. The press release is incorporated by this reference and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated October 27, 2021
104	Cover Page Interactive Data File (embedded within Inline XBRL document)

‎

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: October 27, 2021 Green Plains Inc. By: /s/ Michelle Mapes     Michelle Mapes
‎Chief Legal & Administration Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Green Plains Appoints Farha Aslam to Its Board of Directors

Experienced agribusiness public company director and former leading industry analyst on Wall Street to bring investor perspective and financial expertise to the Board

OMAHA, Neb. Oct. 27, 2021, (GLOBE NEWSWIRE) Green Plains Inc. (NASDAQ: GPRE) today announced the appointment of Farha Aslam to its Board of Directors (the “Board”) as an independent director, effective Oct. 26, 2021. Ms. Aslam’s appointment fills the vacancy created by the retirement of Gene Edwards from the Board in August 2021.

Ms. Aslam is a leading expert in agribusiness, having covered the sector for more than two decades as an analyst for firms including Merrill Lynch & Co. and Stephens Inc. She is currently Managing Partner of Crescent House Capital, an advisory practice she founded that develops operating and investment strategies for companies, investors, and service providers across the global food and agricultural value chain. Ms. Aslam also has relevant public company director experience and currently serves as a director and audit committee member at both Pilgrim’s Pride (NASDAQ:PPC), a leading global provider of high-quality food products, and Calavo Growers, Inc. (NASDAQ:CVGW), a global avocado industry leader and an expanding provider of value-added fresh food.

“Farha’s agribusiness experience and financial expertise are well-suited to support our continued transformation and growth,” said Wayne Hoovestol, Chairman of the Board. “Her experience serving on the boards of global leaders in our space will allow her to provide valuable insights as we continue to leverage technological innovation and strategic partnerships to unlock growth. Additionally, as a former top Wall Street analyst and current strategic advisor to companies in the agribusiness industry, Farha has a keen understanding of the investor mindset and a deep appreciation of how companies in our sector drive shareholder value, complementing the robust operating expertise of our other directors. Given her decades of experience at the intersection of Wall Street and agribusiness, we are confident Farha will be a strong voice for shareholder interests in the boardroom and enhance the overall effectiveness of our Board.”

Following the departure of Calavo’s CFO in July 2021 until September 2021, Ms. Aslam served as interim CFO of Calavo. Additionally, as a member of Pilgrim’s board, she is a shareholder-designated representative for JBS USA, Pilgrim’s largest shareholder.

Ms. Aslam was identified as part of a comprehensive search and selection process conducted with feedback and input from shareholders. Ms. Aslam’s appointment builds upon the Company’s previously announced board refreshment initiative and the comprehensive review of governance and board composition which the Board undertook in response to the results of the 2020 annual meeting.

About Farha Aslam

Farha Aslam is Managing Partner at Crescent House Capital, an investment and strategic advisory firm she founded that focuses on the agriculture, energy, and food processing industries. Ms. Aslam has worked in the finance industry since 1996. Prior to founding Crescent House in 2019, she was Managing Director at Stephens Inc., where she led the firm’s Food and Agribusiness equity research team and built a top-tier research franchise that spanned the grain, ethanol, protein, and packaged food sectors and successfully positioned several lead managed equity offerings and debt financings. Previously, Ms. Aslam was a vice president at Merrill Lynch and a risk management advisor at UBS. Ms. Aslam serves on the boards of directors of Pilgrim’s Pride; Calavo Growers, Inc.; PSSI; and Saffron Road. She is a member of the audit committees at both Pilgrim’s Pride and Calavo. At Calavo, she is also a member of the board’s compensation and sustainability committees. Ms. Aslam graduated from the University of California with a B.A. degree in Economics. She holds a Master of Business Administration degree from Columbia University.

About Green Plains Inc.

Green Plains Inc. (NASDAQ:GPRE) is a leading biorefining company focused on the development and utilization of fermentation, agricultural and biological technologies in the processing of annually renewable crops into sustainable value-added ingredients. This includes the production of cleaner low carbon biofuels, renewable feedstocks for advanced biofuels and high purity alcohols for use in cleaners and disinfectants. Green Plains is an innovative producer of Ultra-High Protein and novel ingredients for animal and aquaculture diets to help satisfy a growing global appetite for sustainable protein. The Company also owns a 48.9% limited partner interest and a 2.0% general partner interest in Green Plains Partners LP. For more information, visit www.gpreinc.com

Forward-Looking Statements

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect management’s current views, which are subject to risks and uncertainties including, but not limited to, anticipated financial and operating results, plans and objectives that are not historical in nature. These statements may be identified by words such as “believe,” “expect,” “may,” “should,” “will” and similar expressions. Factors that could cause actual results to differ materially from those expressed or implied include: disruption caused by health epidemics, such as the coronavirus outbreak, competition in the industries in which Green Plains operates; commodity market risks and financial market risks; counterparty risks; risks associated with changes to federal policy or regulation, including changes to tax laws; risks related to closing and achieving anticipated results from acquisitions and disposals. Other factors can include risks associated with Green Plains’ ability to realize higher margins anticipated from the Company’s high protein feed, clean sugar, specialty alcohol and carbon sequestrations initiatives; to achieve anticipated savings from Project 24; to successfully pursue its ongoing transformation strategy and other risks discussed in Green Plains’ reports filed with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Green Plains assumes no obligation to update any such forward-looking statements, except as required by law.

Green Plains Inc. Contacts

Investors: Phil Boggs | Executive Vice President, Investor Relations | 402.884.8700 | phil.boggs@gpreinc.com

Media: Lisa Gibson | Communications Manager | 402.952.4971 | lisa.gibson@gpreinc.com

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XML

Document And Entity Information	Oct. 26, 2021
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 26, 2021
Entity Registrant Name	GREEN PLAINS INC.
Entity Incorporation, State or Country Code	IA
Entity File Number	001-32924
Entity Tax Identification Number	84-1652107
Entity Address, Address Line One	1811 Aksarben Drive
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68106
City Area Code	402
Local Phone Number	884-8700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Entity Emerging Growth Company	false
Pre Commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GPRE
Security Exchange Name	NASDAQ
Entity Central Index Key	0001309402
Amendment Flag	false