Green Plains Inc. (GPRE) Earnings Call Transcript & Summary

May 7, 2024

NASDAQ US Energy Oil, Gas and Consumable Fuels shareholder_meeting 8 min

Earnings Call Speaker Segments

Operator

operator
#1

Hello, and welcome to the 2024 Annual Meeting of Shareholders of Green Plains Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Phil Boggs, Executive Vice President of Investor Relations. Mr. Boggs, please go ahead.

Phil Boggs

executive
#2

Thank you, and good morning, everyone. Thank you for joining our meeting today. Our primary speakers will be Jim Anderson, Chairman of the Board; and Michelle Mapes, Chief Legal and Administration Officer. Before I hand the call over, I would like to introduce the Board of Directors of Green Plains Inc., all of whom are in attendance today: Jim Anderson, Fara Aslam, Todd Becker, Ejnar Knudsen, Brian Peterson, Martin Salinas, Jr., Alain Treuer and Kimberly Wagner. Also joining today's call from KPMG are Andy Schweitzer and Drew Blossom. And now I'd like to turn the meeting over to Board Chairman, Jim Anderson.

James Anderson

executive
#3

Thanks very much, Phil. Good morning, and welcome to the 2024 Annual Meeting of Shareholders for Green Plains Inc. It is my honor to serve our shareholders as Chairman of the company's Board of Directors, as we've done for the last several years, today's meeting is a virtual-only, live webcast. We believe in engaging with our shareholders, and we believe that this format maximizes the participation of the shareholders regardless of their location. Thank you very much to those who are participating today. At this time, I'd like to call the meeting to order. We will be following a meeting agenda this morning, which is on the first slide of the online presentation. Links to our annual report and proxy statement are also available there. During the meeting, you will have the opportunity to ask questions by submitting them online. After we conclude that formal business of the meeting, we will answer any of that -- any of the questions that came in. The Board of Directors set March 13, 2024, as the record date for the determination of shareholders entitled to notice and voting at this annual meeting. We have a record of shareholders as of that date, and it is available for inspection by any shareholder by appointment during business hours. I would now like to call on the Secretary, Michelle Mapes, to report the presence of a quorum and notice of the meeting. Ms. Mapes, is there a quorum present?

Michelle Mapes

executive
#4

Yes, Mr. Anderson, there are present online or represented by proxy the holders of 54,946,442 shares of common stock entitled to vote at the meeting out of a total of 64,644,430 shares.

James Anderson

executive
#5

Since the majority of the company's shares are represented, a quorum is present, and business may be transacted at the meeting. Ms. Mapes may please file the proxies with the company records.

Michelle Mapes

executive
#6

Present here is a certified list of the holders of the company's common stock at the close of business on March 13, 2024. The day fixed by the Board of Directors for determining the shareholders entitled to notice and voting at this meeting. Also presented are copies of the meeting notice, proxy statement, proxy, annual report and affidavit from the company's transfer agent regarding the mailing thereof.

James Anderson

executive
#7

We will not read the minutes of the 2023 annual meeting, but you may request a copy of those minutes from the Secretary. I hereby appoint Mr. Phil Boggs to act as inspector of the election at this meeting. Now to our 3 items of official business, which I described in the proxy statement. The first order of business, the election of 6 directors. Shareholders wishing to recommend a prospective Board nominee for the nominating Governance Committee's consideration can do so by writing to the Corporate Secretary. The company did not receive any shareholder recommendations for the consideration prior to the 2024 Annual Meeting of Shareholders. As such, the individuals, including the proxy statement for the election of directors are nominated. The Director nominees are James Anderson; Todd Becker, Ejnar Knudsen, Brian Peterson, Alain Treuer and Kimberly Wagner. According to the company's bylaws, directors are elected by a majority of votes cast at a duly called meeting. Therefore, the 6 nominees receiving the majority of the votes at today's meeting will be elected as directors. The second order of formal business is ratification of the selection of the company's auditors. The Board of Directors and the Audit Committee believes the continued retention of KPMG to serve as the company's independent registered public accounting firm is in the best interest of our shareholders. Accordingly, the Audit Committee has recommended that KPMG served as the company's independent auditors for fiscal year 2024. The ratification of the selection of KPMG as the company's independent auditors for 2024 fiscal year must be approved by a majority. Third and final order of formal business is the advisory vote to approve the company's executive compensation as described in the Compensation Discussion and Analysis section and related disclosures in the proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the company's named executive officers as well as the compensation philosophy, policies and practices. As no other business is scheduled for shareholders, I declare the polls open and direct that votes by shareholders be tabulated by electronic ballot. Each holder of common stock is entitled to vote -- to one vote for each share at the close of business on the record date. Shareholders who have previously provided their proxies do not need to vote unless they want to revoke their proxy and vote by electronic ballot at this meeting. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. If you have already voted and do not want to change your vote, then there is no need to take any further action. We will pause for a moment while the votes are tallied. [Voting]

James Anderson

executive
#8

All shareholders present online by proxy have had the opportunity to vote. The online voting will now be closed. Based on the preliminary review of the votes cast, the inspector has informed me that all nominees for the Board of Directors have been elected. The appointment of KPMG as the company's auditors have been ratified, and the company's executive compensation proposal has been approved. The Inspector of Election will furnish the Secretary a written report for the final vote count for all matters voted on today, which shall be included as part of the minutes of the meeting. We'll now close the official business portion of the meeting. Thank you very much for joining us online for our Annual Shareholder Meeting. I would now like to invite our President and Chief Executive Officer, Todd Becker, to join me in answering any questions you may have. Again, you may submit your questions online by clicking on Dialogue icon in the upper right-hand corner of the meeting screen. Are there any questions? Seeing no further questions, thank you for joining us today at the Green Plains Annual Shareholders Meeting.

Operator

operator
#9

This concludes the meeting. You may now disconnect.

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