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): October 28, 2010
|
RED
TRAIL ENERGY, LLC
|
||
|
(Exact
name of registrant as specified in its charter)
|
||
|
North
Dakota
|
000-52033
|
76-0742311
|
|
(State
or other jurisdiction of
incorporation or organization) |
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
P.O.
Box 11, 3682 Highway 8 South
Richardton,
North Dakota 58652
|
||
|
(Address
of principal executive offices)
|
||
|
(701)
974-3308
|
||
|
(Registrant’s
telephone number)
|
||
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 (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Events
Results
of 2010 Annual Members’ Meeting
On
October 28, 2010, Red Trail Energy, LLC (the “Company” or “Red Trail”) held its
annual members’ meeting (“Annual Meeting”) to vote on the election of three
governors whose terms were scheduled to expire in 2010 and to vote on the
reclassification and reorganization of the Company’s membership
units. Of the four nominees, Sid Mauch, Tim Meuchel and Frank
Kirschenheiter, were elected by a plurality vote of the members eligible to
vote, to serve a term, which will expire in 2013. The votes for the
newly elected governors were as follows:
|
Governors
Elected to Serve until 2013.
|
For
|
|||
|
Sid
Mauch
|
24,426,061
|
|||
|
Tim
Meuchel
|
24,494,100
|
|||
|
Frank
Kirschenheiter
|
21,885,405
|
|||
The
proposed reclassification and reorganization of the Company’s membership units
to provide for three separate and distinct classes of units would have enabled
the Company to voluntarily terminate the registration of its units under the
Securities and Exchange Act of 1934. Both proposals related to the
reclassification and reorganization of the Company’s membership units failed to
garner support of two-thirds of the 40,193,973 total membership
units. The votes for and against the two related proposals were as
follows:
Proposal #1 to approve the Second
Amended and Restated Operating Agreement and the Second Amended and Restated
Member Control Agreement:
For:
22,082,241
Against: 7,756,519
Abstain: 150,106
Proposal
#1 Failed to Pass: Required 26,797,322 favorable votes.
Proposal
#2 to approve the reclassification of the Company’s membership units into three
separate and distinct classes:
For:
21,857,241
Against: 8,031,519
Abstain: 100,106
Proposal
#2 Failed to Pass: Required 26,797,322 favorable votes.
Preliminary
Earnings Reported at Annual Members’ Meeting
The
Company presented certain financial results to its members at the Annual
Members’ Meeting. The Company reported estimated revenue for its
third fiscal quarter ended September 30, 2010 at
approximately $27,750,000 along with its anticipated net income for
the same period of approximately $3,600,000. The Company’s quarterly report on
Form 10-Q for the third fiscal quarter ended September 30, 2010 will be filed in
November 2010 and will contain a complete discussion of the quarterly financial
results.
2
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.
|
RED
TRAIL ENERGY, LLC
|
|
|
November
2, 2010
|
/s/
Kent Anderson
|
| Date |
Kent
Anderson, Chief Financial Officer
|
3