Item 5.03. Amendments to Articles of Incorporation or Bylaws; Increase Number of Shares of Common Stock Authorized.

At the annual meeting of shareholders of Green Plains Inc. (the "Company") held on May 4, 2022, the Company's shareholders approved an amendment (the "Amendment") to the Company's Second Amended and Restated Articles of Incorporation, as amended (the "Articles") to increase the number of shares of common stock authorized for issuance from 75,000,000 to 150,000,000 and to declassify the board of directors and provide for the annual election of all directors, in a manner which does not affect the unexpired terms of previously elected directors. On May 4, 2022, the Company filed the Amendment to the Articles with the Secretary of State of the State of Iowa, which was effective upon filing. The foregoing description of the Amendment to the Company's Articles does not purport to be complete and is qualified in its entirety by reference to the full text. A copy of the Amendment to the Company's Articles is included as Exhibit 3.1 to this report and incorporated herein by reference.

The Company's board of directors also approved conforming amendments to the Company's Fourth Amended and Restated Bylaws (the "Bylaws") to reflect the declassified board. The foregoing description of the Amendment to the Company's Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text. A copy of the Company's Bylaws amendment is included as Exhibit 3.2 to this report and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2022 annual meeting of shareholders on May 4, 2022. All matters voted on were approved. The numbers of shares cast for, against or withheld are as follows:

1.Proposal to elect two directors, each to serve three-year terms that expire at the 2025 annual meeting.

Nominee Name For Withheld

Farha Aslam     41,381,480  364,493
Martin Salinas Jr. 40,428,700 1,317,273

There were 4,580,437 broker non-votes with respect to this matter.

2.Proposal to ratify the selection of KPMG LLP as the Company's independent registered public accountants for the year ending December 31, 2022.



   For     Against Abstain
45,900,122 398,988 27,301

3.Proposal to cast an advisory vote to approve the Company's executive compensation.



   For      Against  Abstain
38,690,276 3,009,460 46,237

There were 4,580,437 broker non-votes with respect to this matter.

4.Proposal to approve the increase to the number of authorized shares of common stock.



   For      Against  Abstain
43,479,657 2,811,325 35,428


5.Proposal to approve the declassification of the Company's Board of Directors.

   For     Against Abstain
41,691,649 26,584  27,740

There were 4,580,437 broker non-votes with respect to this matter.

No other matters were voted on at the annual meeting.

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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         Third Articles of Amendment to Second Amended and Restated
               Articles of Incorporation of Green Plains Inc.
     3.2         Amendment to Fourth Amended and Restated Bylaws of Green Plains
               Inc.
     104       Cover Page Interactive Data File (embedded within Inline XBRL
               document)



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