Form 8-K

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)

May 8, 2019



GREEN PLAINS INC.

(Exact name of registrant as specified in its charter)



Iowa

(State or other jurisdiction of incorporation)





 

001-32924

84-1652107

(Commission file number)

(IRS 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)



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.

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





 

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

GPRE

The Nasdaq Stock Market LLC


 

 



Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.





(b)Green Plains Inc. (the “Company”) announced today that John Neppl will resign as Chief Financial Officer of the Company and Green Plains Partners LP (“Green Plains Partners”) effective May 13, 2019 as he has accepted the position of Chief Financial Officer of Bunge Limited (BG)



(c)Mr. George P. (Patrich) Simpkins will be appointed as Chief Financial Officer of the Company and Green Plains Partners effective May 13, 2019. Mr. Simpkins served the Company as its Chief Development Officer since 2014 and its  Chief Risk Officer from October 2014 through August 2016. Prior to joining Green Plains in May 2012 as Executive Vice President – Finance and Treasurer, Mr. Simpkins was Managing Partner of GPS Capital Partners, LLC, a capital advisory firm serving global energy and commodity clients. From February 2005 to June 2008, he served as Chief Operating Officer and Chief Financial Officer of SensorLogic, Inc., and as Executive Vice President and Global Chief Risk Officer of TXU Corporation from November 2001 to June 2004. Prior to that, Mr. Simpkins served in senior financial and commercial executive roles with Duke Energy Corporation, Louis Dreyfus Energy, MEAG Power Company and MCI Communications. Mr. Simpkins has a Bachelor of Business Administration degree in Economics and Marketing from the University of Kentucky.



Mr. Simpkins has no family relationships with any current director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intended to be a party, in which Mr. Simpkins has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Simpkins was not chosen to succeed Mr. Neppl as the Company’s Chief Financial Officer pursuant to any arrangement or understanding with any other person.    

The Company also announced that Mr. Paul Kolomaya will be appointed as Chief Accounting Officer of the Company and Green Plains Partners effective May 13, 2019Mr. Kolomaya most recently served as Executive Vice President Commodity Finance of the Company, a position he has held since February 2012. Prior to joining Green Plains in August 2008 as Vice President – Commodity Finance, Mr. Kolomaya was employed by ConAgra Foods, Inc. from March 1997 to August 2008 in a variety of senior finance and accounting capacities, both domestic and international. Prior to that, he was employed by Arthur Andersen & Co. in both the audit and business consulting practices. Mr. Kolomaya holds chartered accountant and certified public accountant certifications and has a Bachelor of Honors Commerce degree from the University of Manitoba.



Mr. Kolomaya has no family relationships with any current director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intended to be a party, in which Mr. Kolomaya has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Kolomaya was not chosen as the Company’s Chief Accounting  Officer pursuant to any arrangement or understanding with any other person.



Item 7.01.  Regulation FD Disclosure.



On May 8, 2019, the Company issued a press release announcing this transition, which is included as Exhibit 99.1 and incorporated herein by reference.





Item 9.01.  Financial Statements and Exhibits.



(d) Exhibits. The following exhibits are filed as part of this report.



NumberDescription

99.1Press release, dated May 8, 2019

 

 


 

 



SIGNATURES



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.





 



 

Date: May 8, 2019

 

Green Plains Inc.

 

 

By:  /s/ Michelle Mapes                  

Michelle Mapes
Chief Legal & Administration Officer and Corporate Secretary

 



 

 


Exhibit 991

Exhibit 99.1

Picture 1

Green Plains Appoints Patrich Simpkins as Chief Financial Officer  

John Neppl leaving Green Plains to become the CFO at Bunge Limited



OMAHA, Neb., May 8, 2019 (GLOBE NEWSWIRE)  Green Plains Inc. (NASDAQ:GPRE) today announced that Patrich Simpkins, Chief Development Officer, will take over as Chief Financial Officer of Green Plains and Green Plains Partners LP (NASDAQ:GPP) effective May 13, 2019. Mr. Simpkins promotion to Chief Financial Officer comes as current CFO John Neppl, has been appointed Executive Vice President and Chief Financial Officer of Bunge Limited. Mr. Neppl will transition his responsibilities to Mr. Simpkins over the coming weeks.



“John has been instrumental in driving the success of our portfolio optimization plan to date which was launched a year ago,” said Todd Becker, president and chief executive officer. “We appreciate John’s many contributions to Green Plains during his tenure and we wish him great success in his new position.”



“Working at Green Plains has been a great experience for me and I am grateful for the opportunity to have been a part of the company. There is a strong, dedicated management team in place to complete the portfolio optimization plan and position the company for the future,” said Neppl.



Patrich Simpkins has served as Chief Development Officer since October 2014, previously serving as Chief Risk Officer from October 2014 through August 2016 and as Executive Vice President of Finance and Treasurer from May 2012 to October 2014.  Prior to joining Green Plains, Mr. Simpkins held a number of senior management positions with SensorLogic, Inc., TXU Corporation, Duke Energy Corporation, and Louis Dreyfus Energy. Mr. Simpkins has a Bachelor of Business Administration degree from the University of Kentucky.



“Patrich has been a key member of the Green Plains management team, driving our strategic objectives for the last five years,” stated Becker. “Patrich demonstrates significant leadership qualities and his experience and knowledge of the company will serve us well in his new role as our CFO.”



Paul Kolomaya, Executive Vice President – Commodity Finance has been promoted to Chief Accounting Officer of Green Plains and Green Plains Partners LP. Previously, Mr. Kolomaya had served as Executive Vice President – Commodity Finance since February 2012. Prior to joining Green Plains in August 2008 as Vice President – Commodity Finance, Mr. Kolomaya was employed by ConAgra Foods, Inc. and brings 22 years of commodity finance and accounting experience to the company. Mr. Kolomaya holds chartered accountant and certified public accountant certifications and has a Bachelor of Honors Commerce degree from the University of Manitoba.



“Paul has been a valuable member of the Green Plains management team since 2008,” added Becker. “His commodity finance and accounting knowledge are invaluable to our company and we look forward to his continued growth and success.”



About Green Plains Inc.

Green Plains Inc. (NASDAQ:GPRE) is a diversified commodity-processing business with operations related to ethanol production, grain handling and storage, cattle feeding, and commodity marketing and logistics services. The company is one of the leading producers of ethanol in the world and, through its adjacent businesses, is focused on the production of high-protein feed ingredients and export growth opportunities. Green Plains owns a 49.1% limited partner interest and a 2.0% general partner interest in Green Plains Partners. For more information about Green Plains, visit www.gpreinc.com.



About Green Plains Partners LP

Green Plains Partners LP (NASDAQ:GPP) is a fee-based Delaware limited partnership formed by Green Plains Inc. to provide fuel storage and transportation services by owning, operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related assets and businesses. For more information about Green Plains Partners, visit www.greenplainspartners.com.










 

Forward-Looking Statements

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect management’s current views, which are subject to risks and uncertainties including, but not limited to, anticipated financial and operating results, plans and objectives that are not historical in nature. These statements may be identified by words such as “believe,” “expect,” “may,” “should,” “will” and similar expressions. Factors that could cause actual results to differ materially from those expressed or implied include: competition in the industries in which Green Plains operates; commodity market risks, financial market risks; counterparty risks; risks associated with changes to federal policy or regulation, including changes to tax laws; risks related to closing and achieving anticipated results from acquisitions and disposals. Other factors can include risks associated with the Green Plains’ ability to successfully complete the sale of assets related to the company’s announced portfolio optimization plan and other risks discussed in Green Plains’ reports filed with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Green Plains assumes no obligation to update any such forward-looking statements, except as required by law.



Contact: Jim Stark, Vice President - Investor and Media Relations, Green Plains Inc. (402) 884-8700



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