8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 3, 2020

CHS Inc.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 001-36079

Minnesota				41-0251095
(State or Other Jurisdiction of Incorporation)				(IRS Employer Identification No.)
			5500 Cenex Drive
	Inver Grove Heights,		Minnesota	55077
(Address of principal executive offices, including zip code)
		(651)	355-6000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):

☐ 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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
8% Cumulative Redeemable Preferred Stock	CHSCP	The Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 1	CHSCO	The Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2	CHSCN	The Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3	CHSCM	The Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 4	CHSCL	The Nasdaq Stock Market LLC

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 3, 2020, 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; Scott Cordes; Jon Erickson; Tracy Jones; Perry Meyer; and Daniel Schurr. One new director, Cortney Wagner, was also elected to the Board for a three–year term at the Annual Meeting. The following directors’ terms of office continued after the Annual Meeting: David Beckman; Hal Clemensen; Mark Farrell; Steve Fritel; Alan Holm; David Johnsrud; David Kayser; Russell Kehl; Steve Riegel; and Kevin Throener.

Newly–elected director Cortney Wagner succeeds former director Edward Malesich, who retired from the Board on December 3, 2020, and will represent CHS members in Montana and Wyoming. Ms. Wagner is a cattle and hay producer in Hardin, Montanan. She attended the University of North Dakota, with a focus on finance and psychology. Ms. Wagner has been appointed to the Board’s Governance Committee and to the CHS Foundation Board of Trustees.

For a description of the compensatory plans and arrangements to which Ms. Wagner is a party, or in which she participates, as a result of her election to the Board, please see “Director Compensation” in Item 11, Executive Compensation, of CHS’s Annual Report on Form 10–K for the year ended August 31, 2020, which CHS filed with the Securities and Exchange Commission on November 5, 2020.

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, 2019, the value of those transactions between Ms. Wagner (and her 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 her household) and CHS has not exceeded $120,000.

On December 3, 2020, 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: Daniel Schurr was re–elected Chairman of the Board; Clinton J. Blew was re–elected as First Vice Chairman of the Board; Russell Kehl 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 re–elected as Assistant Secretary-Treasurer of the Board.

Item 7.01    Regulation FD Disclosure.

On December 8, 2020, 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
99.1	Press Release dated December 8, 2020
104	Cover Page Interactive Data File (embedded within the 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.

	CHS Inc.
Date: December 8, 2020	By:	/s/ Olivia Nelligan
		Olivia Nelligan
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

For further information,

Contact: Rebecca Lentz

(651) 355-4579

rebecca.lentz@chsinc.com

CHS Inc. Owners Elect Seven Board Members During Annual Meeting

Officers of board also elected by board peers following Annual Meeting

ST. PAUL, MINN. (Dec. 8, 2020) – CHS Inc. owners elected seven board members to three-year terms during the cooperative’s 2020 Annual Meeting held virtually Dec. 3 in Inver Grove Heights. CHS Inc. is the nation’s largest cooperative and a leading global agribusiness company owned by farmers, ranchers and cooperatives across the United States.

Newly elected to a three-year term is:

•Cortney Wagner, a Hardin, Montana resident, who succeeds Edward Malesich. Mr. Malesich retired from the Board of Directors on Dec. 3, 2020. Wagner was elected in Region 2, which represents CHS owners in Montana and Wyoming. Wagner is a first-generation cattle and hay producer. Her family has experience in farming and cooperative management dating back to 1939. She attended the University of North Dakota with a focus on finance and psychology. She has also served as a Trust Associate at 1st National Bank and Trust Company. She has been appointed to the Board’s Governance Committee and the CHS Foundation Board of Trustees.

Reelected to three-year terms are:

•C.J. Blew, who operates a farm and ranch business in a family partnership in South Central Kansas, representing Region 8.

•Scott Cordes, who operates a corn and soybean farm near Wanamingo, Minnesota, representing Region 1.

•Jon Erickson, who raises grains and oilseeds and operates a commercial Hereford-Angus cow-calf business near Minot, North Dakota, representing Region 3.

•Tracy Jones, who raises corn, soybeans and wheat and feeds cattle near Kirkland, Illinois, representing Region 5

•Perry Meyer, who raises corn, soybean and hogs near New Ulm, Minnesota, representing Region 1.

•Dan Schurr, who raises corn and soybeans near LeClaire, Iowa, and operates a commercial trucking business, representing Region 7.

Following the Annual Meeting, the board held its annual re-organization meeting. Each of the following board members was elected to one-year officer terms:

•Dan Schurr, chair.

•C.J. Blew, first vice chair.

•Jon Erickson, second vice chair.

•Russ Kehl, secretary-treasurer.

•Steve Riegel, 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, agronomy, grains and foods, CHS is committed to creating connections to empower agriculture, helping its farmer-owners, customers and other stakeholders grow their businesses through its domestic and global operations. CHS supplies energy, crop nutrients, seed, crop protection products, grain marketing services, production and agricultural services, animal nutrition products, foods and food ingredients, and risk management services. The company operates petroleum refineries and 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 Reform 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 place undue reliance 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, 2020. 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, except as required by applicable law.

XML

Cover Page	Dec. 03, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 03, 2020
Entity Registrant Name	CHS Inc.
Entity File Number	001-36079
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-0251095
Entity Address, Address Line One	5500 Cenex Drive
Entity Address, City or Town	Inver Grove Heights,
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55077
City Area Code	(651)
Local Phone Number	355-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000823277
Amendment Flag	false
8% Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	8% Cumulative Redeemable Preferred Stock
Trading Symbol	CHSCP
Security Exchange Name	NASDAQ
Class B, Series 1 Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class B Cumulative Redeemable Preferred Stock, Series 1
Trading Symbol	CHSCO
Security Exchange Name	NASDAQ
Class B, Series 2 Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2
Trading Symbol	CHSCN
Security Exchange Name	NASDAQ
Class B, Series 3 Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3
Trading Symbol	CHSCM
Security Exchange Name	NASDAQ
Class B, Series 4 Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class B Cumulative Redeemable Preferred Stock, Series 4
Trading Symbol	CHSCL
Security Exchange Name	NASDAQ