Green Plains (NASDAQ: GPRE) holders back board, equity plan and KPMG
Filing Impact
Filing Sentiment
Form Type
8-K
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.
Positive
- None.
Negative
- None.
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
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.
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.