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 Chris Osowski, Chief Executive Officer of Green Plains. Chris, please go ahead.

Good morning, and thank you for joining our meeting. Joining me today are Jim Anderson, Chairman of the Board; Ryan Loneman, General Counsel and Secretary; Ann Reis, Chief Financial Officer; and Will Joekel, Vice President of Investor Relations and Treasurer. Before we begin the formal meeting, I'd like to introduce the additional members of the Board of Directors for Green Plains Inc. Farha Aslam, Steve Furcich, Carl Grassi, Brian Peterson, Martin Salinas, Jr., Patrick Sweeney and Kimberly Wagner. Also joining today's call from KPMG are representatives of the firm. Thank you all for joining us. At this time, I'd like to turn the meeting over to our Chairman, Jim Anderson.

Thanks, Chris. Good morning, and welcome to the 2026 Annual Meeting of the Shareholders of Green Plains Inc. Today's meeting is being held as a virtual-only live webcast. We believe this format provides an efficient opportunity for engagements with our shareholders regardless of their location. Thank you to those who are participating today. At this time, I will call the meeting to order. We will follow the meeting agenda displayed on the screen, links to our annual report and proxy statements are also available. After the formal portion of the meeting, we will address questions submitted during the webcast. The Board of Directors set April 10, 2026, as a record date for determining the shareholders entitled to notice of and to vote at this particular 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'll now call on the Secretary of Ryan Loneman, to report the presence of the quorum and notice of the meeting. Ryan, is there a quorum present?

Yes. There are present online or represented by proxy the holders of 55,824,237 shares of common stock entitled to vote at the meeting out of a total of 70,035,240 shares.

Since the majority of the company's shares representative quorum is present and business may be transacted. Ryan, please file the proxies with the company's records.

Present here is a certified list of shareholders as of April 10, 2026, along with the meeting notice, proxy statement, proxy, annual report and the affidavit from the company's transfer agent regarding the mailing thereof.

We're going to waive reading of the minutes. If you would like a copy of the minutes from the 2025 Annual Meeting in a request went from the Secretary. We will not read them today. I'm going to appoint the Inspector of Election, I hereby appoint Caroline Beer, Computershare as Inspector of Election for this meeting. We have 4 items of business to be voted on today, which are described in the proxy statement. The first is the election of directors. We elect 9 directors to serve 1-year terms that expire at the end of 2027 Annual Meeting. The company did not receive any shareholder recommendations for consideration prior to the 2026 Annual Meeting of Shareholders. As such, the individuals included in the proxy statement for the election of directors are nominated. The director nominees are: Jim Anderson, Farha Aslam, Steve Furcich, Carl Grassi, [indiscernible], Brian Peterson, Martin Salinas, Patrick Sweeney and Kimberly Wagner. Directors are elected by a majority of votes asked at the meeting. The second item of business is the approval of an amendment to the company's 2019 equity incentive plan. The amendment would increase the number of shares available for issuance under the plan from 5, 710,000 to 7,710,000 and update certain provisions as described in the proxy statements. The amendment to the 2019 equity and fecentive plan must be approved by a majority of votes cast. The third order of business is the ratification of the selection of the company's auditors. The Board of Directors and Audit Committee believes the continued retention of KPMG and to serve as the company's independent registered public accounting firm is in the best interest of the shareholders. Accordingly, the Audit Committee has recommended that KPMG serve as the company's independent auditors for fiscal year 2026. The ratification of the selection of KPMG as the company's independent auditors for 2026 fiscal year must be approved by a majority of votes cast. The fourth and final item of business is an advisory vote to approve the compensation of the company's named executive officers as described in the compensation discussion and analysis section and related disclosures in the proxy statement. Vote advisory in nature and is not finding on the company or the Board of Directors. As no other business is scheduled, I declare the polls open and direct to the votes by shareholders be tabulated by electronic ballot. Each holder of common stock is entitled to 1 vote for each share held at the close of business on the record date. There are holders 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 have no changes, there is no need to take further action. We will pause now for a moment where the votes are tallied. [Voting]

All shareholders present online or by proxy have had the opportunity to vote. The online voting will now be closed. Based on the preliminary results provided by the inspector election, all director nominees have been elected, the equity planned amended has been approved by KPMG and has been ratified as the company's auditors and the executive compensation proposal has received the support of shareholders. The inspector of 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 answer any questions you may have. You may submit your questions online by clicking on the dialogue icon into the upper right-hand corner of the meeting center screen. Are there any questions? Seeing no further questions. Thank you for joining us today at the Green Plains Annual Shareholder Meeting.

This concludes the meeting. You may now disconnect.