0000823277-17-000059.txt : 20171212 0000823277-17-000059.hdr.sgml : 20171212 20171212160139 ACCESSION NUMBER: 0000823277-17-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171212 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171212 DATE AS OF CHANGE: 20171212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHS INC CENTRAL INDEX KEY: 0000823277 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 410251095 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36079 FILM NUMBER: 171251796 BUSINESS ADDRESS: STREET 1: 5500 CENEX DRIVE CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 BUSINESS PHONE: 651-355-6000 MAIL ADDRESS: STREET 1: 5500 CENEX DRIVE CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 FORMER COMPANY: FORMER CONFORMED NAME: CENEX HARVEST STATES COOPERATIVES DATE OF NAME CHANGE: 19980611 FORMER COMPANY: FORMER CONFORMED NAME: HARVEST STATES COOPERATIVES DATE OF NAME CHANGE: 19961212 8-K 1 a8-kfy2018directorelections.htm 8-K Document


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):
 
December 8, 2017
CHS Inc.
_______________________________________
(Exact name of registrant as specified in its charter)
 
 
 
Minnesota
001-36079
41-0251095
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
5500 Cenex Drive, Inver Grove Heights, Minnesota
 
55077
________________________________
(Address of principal executive offices)
 
___________
(Zip Code)
 
 
 
Registrant’s telephone number, including area code:
 
651-355-6000
Not Applicable
__________________________________________
Former name or former address, if changed since last report
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 December 8, 2017, at the Annual Meeting (the “Annual Meeting”) of the members of CHS Inc. (“CHS”), each of the following directors was re-elected to the Board of Directors of CHS (the “Board”) for a three-year term: Clinton J. Blew, Jon Erickson, Ed Malesich, Perry Meyer and Dan Schurr. Two new directors, Scott Cordes and Tracy Jones, were also elected to the Board for a three-year term at the Annual Meeting. In addition, in order to fill the vacancy created when David Bielenberg resigned as a member of the Board on June 5, 2017, one new director, Russ Kehl, was elected for a one-year term at the Annual Meeting. The following directors’ terms of office continued after the Annual Meeting: Donald Anthony, Dennis Carlson, Mark Farrell, Steve Fritel, Alan Holm, David Johnsrud, David Kayser, Randy Knecht and Steve Riegel.
Newly-elected director Scott Cordes succeeds former director Curt Eischens and will represent CHS members in Minnesota. From 2000 until 2016, Mr. Cordes served as President of CHS Hedging, LLC, a subsidiary of CHS. Since 2014, Mr. Cordes has served as Chairman of the Board of Directors of the Security State Bank of Wanamingo. In addition, Mr. Cordes was a director of the Minneapolis Grain Exchange between 2000 and 2016, serving as Chairman for five one-year terms during that period, was a director and the Membership Committee Chair of the National Futures Association between 2003 and 2016 and served on the Commodity Futures Trading Commission’s Ag Advisory Committee between 2013 and 2016. With his brother and nephew, Mr. Cordes operates a 1,000-acre corn and soybean farm near Wanamingo, Minnesota. Mr. Cordes holds a bachelor’s degree in agricultural economics from the University of Minnesota. Mr. Cordes has been appointed to the Board’s Audit Committee and the Board’s Corporate Risk Committee.
Newly-elected director Tracy Jones succeeds former director Greg Kruger and will represent CHS members in Connecticut, Delaware, Illinois, Indiana, Kentucky, Ohio, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia and Wisconsin. Mr. Jones has served as a director of the Elburn Co-op of Elburn, Illinois since 1996, and has been Chairman of the Board of Directors of the Elburn Co-op since 2011. Since 2012, Mr. Jones has also served as a member of the County Board of DeKalb County, Illinois, and been Vice Chairman of that Board since 2014. Mr. Jones operates a 2,600-acre corn, soybean and wheat farm and a 1,400 head feedlot cattle operation. Mr. Jones holds an associate’s degree in farm management from Kishwaukee College. Mr. Jones has been appointed to the Board’s Governance Committee and the Board’s Foundation Committee.
Newly-elected director Russ Kehl will represent CHS members in Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Washington and Utah. Mr. Kehl has been a director of CHS Connell Grain since 2004, serving as Secretary since 2007. In addition, Mr. Kehl was a director of the Columbia Basin Seed Association from 2005 until 2012, serving as Vice Chairman from 2010 until 2012. With his wife, Mr. Kehl operates a 12,000-acre farm in Quincy, Washington that raises 11 different crops, with the largest share being potatoes and dry beans, a dry bean processing facility, a cow/calf herd and a trucking and logistics company that primarily transports raw and finished product for the bean plant. Mr. Kehl has been appointed to the Board’s Capital Committee and the Board’s Governance Committee.
Because CHS directors must be active patrons of CHS, or of an affiliated association, transactions between CHS and its directors are customary and expected. Transactions include the sales of commodities to CHS and the purchases of products and services from CHS, as well as patronage refunds and equity redemptions received from CHS. Since September 1, 2016, the value of those transactions between each of Messrs. Cordes, Jones and Kehl (and their respective immediate family members, which include any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and any person (other than a tenant or employee) sharing their household) and CHS has not exceeded $120,000, except that Mr. Kehl paid CHS approximately $900,000 for crop inputs and sold CHS approximately $1,900,000 of grain.

On December 8, 2017, following the Annual Meeting, the Board held its annual re-organizational meeting, at which each of the following Board officers was elected for a one-year term: Dan Schurr was re-elected Chairman of the Board; Clinton J. Blew was re-elected as First Vice Chairman of the Board; David Johnsrud was re-elected as Secretary-Treasurer of the Board; Jon Erickson was re-elected as Second Vice Chairman of the Board; and Steve Riegel was elected as Assistant Secretary-Treasurer of the Board.
Item 7.01     Regulation FD Disclosure.

On December 12, 2017, CHS issued a press release announcing the results of the election of directors to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.









Item 9.01    Financial Statements and Exhibits.
Exhibit No.
 
Description
 
Press Release dated December 12, 2017.

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.
 
 
 
 
 
 
 
CHS Inc.
  
 
 
 
 
December 12, 2017
 
By:
 
/s/ Timothy Skidmore
 
 
 
 
 
 
 
 
 
Name: Timothy Skidmore
 
 
 
 
Title: Executive Vice President and Chief Financial Officer



EX-99.1 2 ex991fy2018directorelectio.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1

FOR IMMEDIATE RELEASE    For further information,
Contact:        Malissa Fritz
(651) 355-4585
malissa.fritz@chsinc.com                                    

Farmer-owned cooperative CHS elects directors;
2018 officer slate selected

ST. PAUL, MINN. (Dec. 12, 2017) - CHS Inc. cooperative owners have elected farmers from Illinois and Minnesota, and re-elected five other farmers to serve three-year terms as directors of the nation’s leading farmer-owned cooperative and global energy, grains and foods company. The owners also elected a Washington farmer to serve a one-year term on the cooperative’s board of directors.
The elections took place during the 2017 CHS Annual Meeting held Dec. 8, in Minneapolis. CHS Directors must be full-time farmers or ranchers to be eligible for election to the 17-member board.
Newly elected Director Scott Cordes of Wanamingo, Minn., succeeds Curt Eischens of Minneota, Minn., who had served on the board since 1990. With his brother and nephew, Cordes operates a 1,000-acre corn and soybean farm. He received his bachelor’s degree in agricultural economics from the University of Minnesota and previously served as the president of CHS Hedging.
Newly elected Director Tracy Jones of Kirkland, Ill., succeeds Greg Kruger of Eleva, Wis., who had served on the board since 2008. Jones, who operates a corn, soybean and wheat farm, and also finishes 1,400 head of feedlot cattle annually, has been chairman of the CHS Elburn board of directors since 2011.
Newly elected Director Russ Kehl of Quincy, Wash., fills the final year of a three-year term previously held by David Bielenberg, who resigned in June 2017. Kehl raises potatoes, dry beans and other crops on a 12,000-acre farm. A director for CHS Connell Grain since 2004, Kehl also operates a dry bean processing facility and cow-calf operation.
Re-elected were C.J. Blew, Castleton, Kan.; Jon Erickson, Minot, N.D.; Edward Malesich, Dillon, Mont.; Perry Meyer, New Ulm, Minn., and Dan Schurr, LeClaire, Iowa.
Following the annual meeting, the CHS Board re-elected Schurr to a one-year term as chairman. Other directors selected as officers for 2018 were:

C.J. Blew, first vice chairman
David Johnsrud, Starbuck, Minn., secretary-treasurer
Jon Erickson, second vice chairman
Steve Riegel, Ford, Kan., assistant secretary-treasurer

CHS Inc. (www.chsinc.com) is a leading global agribusiness owned by farmers, ranchers and cooperatives across the United States. Diversified in energy, grains and foods, CHS is committed to helping its customers, farmer-owners and other stakeholders grow their businesses through its domestic and global operations. CHS, a Fortune 100 company, supplies energy, crop nutrients, grain marketing services, animal feed, food and food ingredients, along with business solutions including insurance, financial and risk management services. The





company operates petroleum refineries/pipelines and manufactures, markets and distributes Cenex® brand refined fuels, lubricants, propane and renewable energy products.

This document and other CHS Inc. publicly available documents contain, and CHS officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Report Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on CHS current beliefs, expectations and assumptions regarding the future of its businesses, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of CHS control. CHS actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause CHS actual results and financial condition to differ materially from those indicated in the forward-looking statements are discussed or identified in CHS public filings made with the U.S. Securities and Exchange Commission, including in the "Risk Factors" discussion in Item 1A of CHS Annual Report on Form 10-K for the fiscal year ended August 31, 2017. Any forward-looking statements made by CHS in this document are based only on information currently available to CHS and speak only as of the date on which the statement is made. CHS undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.