Green Plains Announces Corporate Governance Enhancements
- Names Jim Anderson Lead Independent Director
- Amends Bylaws and Adopts Corporate Governance Guidelines to Strengthen Shareholder Rights
- Reiterates Commitment to Further Build on the Board’s Expertise and Enhance Diversity through Previously Announced Comprehensive Director Search Process
OMAHA, Neb., Sept. 28, 2021 (GLOBE NEWSWIRE) -- Green Plains Inc. (NASDAQ: GPRE) today announced that the Board of Directors (the “Board”) has unanimously approved changes to the Board’s leadership structure, Fourth Amended and Restated Bylaws (the “Bylaws”) and corporate governance documents to further enhance the effectiveness of the Board’s oversight and strengthen shareholder rights.
Appointment of Jim Anderson as Lead Independent Director
The Board has appointed Jim Anderson to the newly-created role of Lead Independent Director. In this role, Mr. Anderson will be responsible for leading meetings of the independent directors, presiding at meetings of the Board at which the Chairman is not present and reviewing and providing input on Board agendas and materials in advance of Board meetings. The Lead Independent Director will also have the authority to call meetings of the independent directors. Mr. Anderson has served on the Board since 2008 and is currently the Chief Executive Officer of Molycop and previously held various executive roles at United Malt Holdings, The Gavilon Group, LLC and ConAgra Foods, Inc. As part of these Board leadership changes, the Board has eliminated the position of Vice Chair. Alain Treuer, the current Vice Chair, will continue as an independent director.
Amendments to Bylaws and Other Governance Enhancements
The Board has also adopted amendments to the Bylaws, including:
- incorporating a majority voting standard in uncontested elections of directors;
- lowering the ownership threshold for shareholders to call a special meeting from 50% to 20%; and
- allowing long-term shareholders the ability to nominate directors in the Company’s proxy statement via a “proxy access” provision.
In addition, as part of a comprehensive corporate governance review following the 2021 annual shareholders meeting, the Board has also published new Corporate Governance Guidelines and adopted a new Board Qualifications and Diversity Policy codifying its commitment to enhancing and maintaining Board diversity. The Board also approved updates to the charters of the Audit, Nominating and Governance and Compensation Committees aimed at clarifying and enhancing the oversight roles of these key independent Board committees in accordance with corporate governance best practices.