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)
August 23, 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. ☐

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

On August 23, 2021, Gene Edwards notified the Board of Directors of Green Plains Inc. of his retirement from the Board effective immediately to allow for ongoing board diversity and refreshment.

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 August 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 August 27, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

		Exhibit 991 - Press Release - Edwards Retirement	

Exhibit 99.1

Green Plains Announces Governance Updates

 | · | Announces director retirement as part of ongoing board refreshment efforts | | --- | --- | | · | Initiates search process for qualified, diverse candidates | | --- | --- | | · | Completes rotation of key committee leadership | | --- | --- | 

OMAHA, Neb., Aug. 27, 2021 (GLOBE NEWSWIRE)  Green Plains Inc. (NASDAQ: GPRE) today announced updates to its board of directors as part of an ongoing board refreshment initiative. After seven years of service, Gene Edwards is retiring from the board of directors.



“I want to thank Gene for his dedicated service in advancing the company’s goals and for his support of this important refreshment initiative,” said Wayne Hoovestol, chairman of the board of Green Plains Inc. “Our ongoing board refreshment process addressing diversity, tenure and perspective is imperative for the long-term success of our company.”



The company has retained Korn Ferry to lead the search for qualified, diverse candidates to fulfill its previously announced commitment to add further diversity to the board prior to the 2022 annual meeting. Also, as described in the company’s Form 8-K filed July 26, 2021, the company intends to reduce the size of its board to eight members by the 2023 annual shareholders meeting.

As part of the refreshment initiative, the board of directors has also rotated the leadership and adjusted the composition of its key committees. Green Plains previously announced that its newest director, Martin Salinas, Jr., would serve as audit committee chair. In addition, the company announced today that Kim Wagner was named chairperson for the Nominating and Governance Committee and was appointed to the Audit Committee, and Brian Peterson was named chairperson for the Compensation Committee.



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



Green Plains Inc. Contacts

Investors: Phil Boggs | Senior 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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