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

Hello, and welcome to the 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, Chief Financial Officer with Green Plains. Phil, please go ahead.

Thank you, and good morning, everyone. Thank you for joining our meeting today. Joining me today are Jim Anderson, Chairman of the Board; and Michelle Mapes, Interim Principal Executive Officer and Chief Legal and Administration Officer. Before we begin the formal meeting, I would like to introduce the Board of Directors for Green Plains Inc. who are in attendance: Jim Anderson, Farha Aslam, Steve Furcich, Carl Grassi, Ejnar Knudsen, Brian Peterson, Martin Salinas, Jr.; Patrick Sweeney, Alain Treuer and Kimberly Wagner. Also joining today's call from KPMG are Andrew Schweitzer and Jason John. Thank you all for joining us. Now I'd like to turn the meeting over to Board Chairman, Jim Anderson.

Thanks, Phil. Good morning, and welcome to the 2025 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. Today's meeting is a virtual-only live webcast. We believe this format creates an efficient opportunity for engagement of our shareholders regardless of location. Thank you very much to those of you who are participating today. At this time, I'd like to call the meeting to order. We'll be following a meeting agenda this morning, which is on the first slide of the presentation, links to our annual report and proxy statement are also available there. You'll have the opportunity to ask questions by submitting them online during the meeting. After we conclude the formal business portion of the meeting, we will answer questions as they come in. The Board of Directors set April 11, 2025, as the record of 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 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?

Thank you, Jim. There are present online and represented by proxy the holders of 48,817,400 shares of common stock entitled to vote at the meeting out of a total of 65,389,117 shares.

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

Thank you, Jim. Present here is a certified list of the holders of the company's common stock at the close of business on April 11, 2025, the date fixed by the Board of Directors for determining the shareholders entitled to notice and voting at this meeting. Also presented or copies of the meeting notice, proxy statement, proxy, annual report and affidavit from the company's transfer agent regarding the mailing thereof.

We will waive reading of the minutes of the last annual meeting. If you'd like a copy of the minutes of the 2024 Annual Meeting, you may request a copy from the Secretary, but we won't read those here today. Now I'd like to turn -- I hereby appoint Mr. Phil Boggs, CFO, to act as Inspector of the meeting at this time. We have 3 items of official business were described -- that are in the proxy statement. The first is the election of the 8 directors to serve on 1-year term that will expire at the 2026 Annual Meeting. Board members, Ejnar Knudsen and Alain Treuer are retiring from the Board and are not up for reelection. We thank them both for their years of dedicated service and wish them well in their new endeavors. Shareholders wishing to recommend a new prospective Board nominee for the nominating and Governance Committee consideration can do so by writing to the Corporate Secretary. The company did not receive any shareholder recommendations for consideration prior to 2025 Annual Meeting of Shareholders. As such, the individuals included in the proxy statement for the election of directors are nominated. The director nominees are James Anderson, Farha Aslam, Steve Furcich, Carl Grassi, Brian Peterson, Martin Salinas, Patrick Sweeney 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 8 nominees receiving a majority of the votes at today's meeting will be elected as directors. The second order of business is the ratification of the selection of the company's auditors. The Board of Directors and the Audit Committee believe 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 the KPMG served as the company's independent auditors for the fiscal year 2025. The ratification of the selection of KPMG as the company's independent auditors for 2025 fiscal year must be approved by a majority of the votes cast. Third and final formal business is the advisory vote to approve the company's executive compensation as described in the Compensation Discussion and Analysis section and related to disclosures in the proxy statement. This vote is not intended to address any specific item of compensation, but rather to overall 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 be by shareholders to be tabulated by electronic ballot. Each holder of common stock is entitled to 1 vote for each share held as 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. You have already voted and have no changes, there's no need to take any further action. We'll pause for a moment where the votes are tallied. [Voting]

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 the Election will furnish the secretary with a written report of 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. We can now proceed to answering any questions you may have. You may submit your questions online by clicking on the dialogue icon in the upper right corner of the meeting center screen. Are there any questions. Thank you for joining us today at the Green Plains Annual Shareholder Meeting. I think that concludes our meeting.