Green Plains shareholders approve all 2026 proposals

Green Plains Inc. reported that shareholders approved all items at the 2026 annual meeting held on June 5, 2026.

Rhea-AI Filing Summary

Green Plains Inc. reported that shareholders approved all items at the 2026 annual meeting held on June 5, 2026. Nine directors were elected to one‑year terms, each receiving over 47 million votes in favor, except Kimberly Wagner who received 43,771,762 votes for and 4,334,770 withheld.

Shareholders approved an amendment to the 2019 Equity Incentive Plan, increasing the total shares available for stock-based awards from 5,710,000 to 7,710,000, with 47,425,847 votes for and 431,037 against. They also ratified KPMG LLP as independent auditors for the year ending December 31, 2026, and gave advisory approval to the Company’s executive compensation.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for James D. Anderson: 47,508,639 votes Votes for Kimberly Wagner: 43,771,762 votes Equity plan shares before amendment: 5,710,000 shares +5 more

8 metrics

Votes for James D. Anderson 47,508,639 votes Director election at 2026 annual meeting

Votes for Kimberly Wagner 43,771,762 votes Director election at 2026 annual meeting

Equity plan shares before amendment 5,710,000 shares 2019 Equity Incentive Plan limit before increase

Equity plan shares after amendment 7,710,000 shares 2019 Equity Incentive Plan limit after increase

Votes for equity plan amendment 47,425,847 votes Proposal to increase 2019 Equity Incentive Plan shares

Votes for KPMG ratification 55,454,460 votes Ratification of KPMG LLP as 2026 auditor

Votes for say-on-pay 44,972,299 votes Advisory vote on executive compensation

Broker non-votes on key proposals 7,717,706 shares Director election, equity plan, and say-on-pay items

Key Terms

broker non-votes, 2019 Equity Incentive Plan, independent registered public accountants, advisory vote, +1 more

5 terms

broker non-votes financial

"There were 7,717,706 broker non-votes with respect to this matter."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

2019 Equity Incentive Plan financial

"approve an amendment to the Company’s 2019 Equity Incentive Plan (the “Plan”)"

independent registered public accountants regulatory

"ratify the selection of KPMG LLP as the Company’s independent registered public accountants"

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

advisory vote regulatory

"Proposal to cast an advisory vote to approve the Company’s executive compensation."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

executive compensation financial

"Proposal to cast an advisory vote to approve the Company’s executive compensation."

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Green Plains (GPRE) shareholders approve at the 2026 annual meeting?

Green Plains shareholders approved all proposals at the 2026 annual meeting. They elected nine directors, expanded the 2019 Equity Incentive Plan, ratified KPMG LLP as auditor for 2026, and supported the advisory vote on executive compensation with strong majorities on each item.

How did Green Plains (GPRE) shareholders vote on director elections in 2026?

Shareholders elected nine directors to one-year terms expiring at the 2027 meeting. Each nominee received over 47 million votes for, except Kimberly Wagner with 43,771,762 votes for and 4,334,770 withheld, alongside 7,717,706 broker non-votes recorded on the director election item.

What change was made to Green Plains (GPRE) 2019 Equity Incentive Plan?

Shareholders approved increasing the 2019 Equity Incentive Plan share pool from 5,710,000 to 7,710,000 shares. The proposal received 47,425,847 votes for, 431,037 against, and 249,647 abstentions, with 7,717,706 broker non-votes noted on this equity compensation-related item.

Who is Green Plains (GPRE) auditor for the year ending December 31, 2026?

KPMG LLP was ratified as Green Plains’ independent registered public accounting firm for 2026. The ratification vote received 55,454,460 votes for, 127,207 against, and 242,570 abstentions, indicating strong shareholder support for continuing with KPMG as the company’s auditor.

How did Green Plains (GPRE) shareholders vote on executive compensation in 2026?

Shareholders gave advisory approval to Green Plains’ executive compensation program. The say-on-pay proposal received 44,972,299 votes for, 2,889,732 against, and 244,500 abstentions, with 7,717,706 broker non-votes, reflecting broad but not unanimous support for the company’s pay practices.

Were there broker non-votes at the Green Plains (GPRE) 2026 meeting?

Yes. There were 7,717,706 broker non-votes on the director election, the equity incentive plan amendment, and the advisory say-on-pay proposal. Broker non-votes occur when intermediaries cannot vote uninstructed shares on certain matters considered non-routine.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/11/2026 - 04:38 PM EDT Learn about SEC filing dates

FALSE000130940200013094022026-06-052026-06-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 5, 2026

_______________________________

GREEN PLAINS INC.

(Exact name of registrant as specified in its charter)

_______________________________

Iowa			001-32924			84-1652107
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

1811 Aksarben Drive

Omaha, Nebraska 68106

(Address of Principal Executive Offices) (Zip Code)

(402) 884-8700

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

GPRE

The Nasdaq Stock Market LLC

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Green Plains Inc. (the “Company”) held its 2026 annual meeting of shareholders on June 5, 2026. All matters voted on were approved. The numbers of shares cast for, against or withheld are as follows:

1.Proposal to elect nine directors, each to serve a one-year term that expires at the 2027 annual meeting.

Nominee Name			For			Withheld
James D. Anderson			47,508,639			597,892
Farha Aslam			47,378,008			728,524
Steven Furcich			47,557,151			549,380
Carl Grassi			47,516,114			590,417
Chris Osowski			47,726,403			380,128
Brian Peterson			47,495,019			611,512
Martin Salinas Jr.			47,465,512			641,019
Patrick Sweeney			47,550,258			556,273
Kimberly Wagner			43,771,762			4,334,770

There were 7,717,706 broker non-votes with respect to this matter.

2.Proposal to approve an amendment to the Company’s 2019 Equity Incentive Plan (the “Plan”) to increase the aggregate number of shares that may be issued under the Plan as stock-based awards from 5,710,000 to 7,710,000 and amend certain other provisions.

For			Against			Abstain
47,425,847			431,037			249,647

There were 7,717,706 broker non-votes with respect to this matter.

3.Proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accountants for the year ending December 31, 2026.

For			Against			Abstain
55,454,460			127,207			242,570

4.Proposal to cast an advisory vote to approve the Company’s executive compensation.

For			Against			Abstain
44,972,299			2,889,732			244,500

There were 7,717,706 broker non-votes with respect to this matter.

No other matters were voted on at the annual meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Green Plains Inc.
Date: June 11, 2026			By:			/s/ Ryan Loneman
						Ryan Loneman
						General Counsel and Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB