UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 23, 2011
ADVANCED BIOENERGY, LLC
(Exact name of Registrant as Specified in Charter)
Delaware
(State Or Other Jurisdiction Of Incorporation)
000-52421 | 20-2281511 | |
(Commission File Number) | (I.R.S. Employer Identification No.) |
8000 Norman Center Drive, Suite 610 | ||
Bloomington, MN | 55437 | |
(Address Of Principal Executive Offices) | (Zip Code) |
(763) 226-2701
Registrants 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 (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)) |
Items under Sections 1 through 4 and Sections 6, 7 and 9 are not applicable and therefore
omitted.
ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Advanced BioEnergy, LLC (the Company) held its Regular Meeting of Members on March 18, 2011.
Of the Companys 24,714,180 membership units outstanding and entitled to vote at the 2011 Regular
Meeting, 19,622,843 membership units or 79.4% were present either in person or by proxy.
The following describes the matters considered by the Companys members at the Regular
Meeting, as well as the final results of the votes cast at the meeting.
1. | To elect three Group III directors to serve for a term of three years or until their respective successors have been elected and qualified. |
Nominee | For | Withhold | ||
Neil S. Hwang |
19,421,257 | 201,586 | ||
John E. Lovegrove |
19,443,713 | 179,130 | ||
Bryan A. Netsch |
19,418,213 | 204,630 |
2. | To ratify the appointment of McGladrey & Pullen LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2011. |
For | Against | Abstain | ||
19,444,487 | 47,660 | 130,696 |
3. | To cast a non-binding advisory vote on executive compensation. |
For | Against | Abstain | ||
19,153,485 | 218,209 | 251,149 |
4. | To cast a non-binding advisory vote regarding the frequency of future advisory votes on executive compensation. |
1 Year | 2 Year | 3 Year | Abstain | |||
18,722,846 | 330,794 | 179,175 | 390,028 |
As a result, each nominee was elected as a director of the Company and Proposals 2 and 3 were
approved. With respect to Proposal 4, the non-binding advisory vote on the frequency of future
executive compensation advisory votes, approximately 95% of the votes cast voted in favor of
holding the vote every year, which was the recommendation of the Companys Board of Directors.
Because the Board had recommended a one year frequency of future advisory votes on executive
compensation, the Companys Board will likely determine that non-binding advisory member votes on
executive compensation be conducted on an annual basis when it considers this issue at its next
meeting.
ITEM 8.01 | OTHER EVENTS. |
Legal Proceedings Arbitration with Former Chief Executive Officer
As previously disclosed, in June 2009, Revis Stephenson, the Companys former chairman of the
board, chief executive officer and director, filed a demand for arbitration with the American
Arbitration Association (AAA) alleging that the Company breached its employment agreement with him
and defamed him when it terminated his employment in January 2009. Mr. Stephenson is seeking
additional compensation and damages, including but not limited to two years of compensation and
benefits. On January 26, 2011, the arbitration record was closed. On February 23, 2011, the
arbitrator issued an interim award (subject to final determination) that included a request that
the parties negotiate to resolve certain open issues. The Company intends to proceed in accordance
with the arbitrators request, and to explore all other options available to the Company. However,
the Company cannot ensure that any negotiations will produce a satisfactory result for the parties
or the arbitrator. The Company intends to provide an update of developments in the arbitration in
its Form 10-Q for the quarter ended March 31, 2011, or sooner if it is able to resolve matters
related to the arbitration.
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.
ADVANCED BIOENERGY, LLC |
||||
By: | /s/ Richard R. Peterson | |||
Richard R. Peterson | ||||
President, Chief Executive Officer and Chief Financial Officer | ||||
Date: March 23, 2011