8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 29, 2023

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GREEN PLAINS INC.

(Exact name of registrant as specified in its charter)

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1811 Aksarben Drive

Omaha, Nebraska 68106

(Address of Principal Executive Offices) (Zip Code)

(402) 884-8700

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

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

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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:

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 March 29, 2023, Wayne Hoovestol, Chairman of the Board, notified the Board of Directors of Green Plains Inc. that he will retire at the end of his current term at the 2023 Annual Meeting of shareholders. Mr. Hoovestol has served as a director of the Company since 2006 and Chairman of the Board since 2008. The Board has approved that immediately upon the conclusion of the 2023 Annual Meeting, the size of the Board will be reduced from nine to eight members, completing the board refreshment initiative announced in 2021. The Board will elect a new Chairperson of the Board following the 2023 Annual Meeting.

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 March 29, 2023. 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.

SIGNATURE

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.

Document

Green Plains Announces Retirement of Board Chairman

OMAHA, Neb., March 29, 2023, (BUSINESS WIRE) - Green Plains Inc. (NASDAQ: GPRE) today announced that Wayne Hoovestol, long-time Chairman of its Board of Directors (the “Board”) will retire at the end of his current term at the Annual Meeting of Shareholders, May 9. Hoovestol has served as a director on the Board since 2006 and Chairman since 2008. With Hoovestol’s retirement, the Board will be reduced from nine to eight directors, completing the board refreshment initiative announced in 2021, and will elect a new Chairperson following the Annual Meeting.

“Wayne has been an incredible champion for Green Plains and our stakeholders for the past 17 years; his insightful, thoughtful and steady leadership of the Board has been invaluable to Green Plains, especially as we transform the company,” said Todd Becker, President and CEO. “On behalf of the Board and all of our employees, we want to thank him for his years of dedicated service to the Board of Directors and the company. It has been an honor to work with Wayne since 2008 and I also want to personally thank him for his unwavering partnership and support.”

“Serving Green Plains as Board Chairman has been the honor, as well as the experience, of a lifetime,” said Hoovestol. “A special thanks to Green Plains executives and my fellow Board members, past and present, for the meaningful collaboration and shared commitment to the company’s success. I am excited for the future of Green Plains, as it is well-positioned to continue executing on its transformation under outstanding leadership.”

Hoovestol served as Green Plains’ Chief Operating Officer from January 2007 to February 2007, CEO from February 2007 to December 2008 and Chief Strategy Officer from March 2009 to November 2009. In 1978, he founded Hoovestol Inc., a trucking company that now operates as 10 Roads Express.

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 48.8% 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 | Executive Vice President, Investor Relations | 402.884.8700 | phil.boggs@gpreinc.com

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