Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
?lowering the ownership threshold for shareholders to call a special meeting from 50% to 20%;
?allowing long-term shareholders the ability to nominate directors in the Company's proxy statement via a "proxy access" provision;
?updating the advance notice requirements for director nominations and shareholder proposals;
?incorporating a majority voting standard in uncontested elections of directors;
?clarifying the voting standard for items of business other than the election of directors is a majority standard;
?including a resignation policy for any director who fails to receive support from a majority of votes cast;
?specifying the powers of the chairman of a shareholder meeting over the conduct of such meetings; and
?generally updating the language for electronic communications, including expressly providing that a shareholder meeting may be held solely by remote communications.
The complete text of the Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The description of the Amendments herein does not purport to be complete and is qualified in its entirety by Exhibit 3.1.
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
Item 8.01 Other Events.
On
Also on
Additionally, and upon the recommendation of the
The complete text of each of the Corporate Governance Guidelines, Board Qualifications and Diversity Policy, Audit Committee Charter, Nominating and Governance Committee Charter and Compensation Committee Charter are attached hereto as Exhibits 99.2, 99.3, 99.4, 99.5 and 99.6, respectively, and are incorporated herein by reference. The descriptions of the aforementioned revisions and newly adopted guidelines and policy do not purport to be complete and are qualified in their entirety by Exhibits 99.2, 99.3, 99.4, 99.5 and 99.6.
?
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report.
Exhibit No. Description of Exhibit
3.1 Fourth Amended and Restated Bylaws ofGreen Plains Inc. , datedSeptember 27, 2021 . 99.1 Press Release, datedSeptember 28, 2021 . 99.2 Corporate Governance Guidelines. 99.3 Board Qualifications and Diversity Policy. 99.4 Audit Committee Charter. 99.5 Nominating and Governance Committee Charter. 99.6 Compensation Committee Charter. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ?
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