UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2017
GOLDEN GRAIN ENERGY, LLC | |||
(Exact name of registrant as specified in its charter) | |||
Iowa | 000-51177 | 02-05753616 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
1822 43rd St. SW, Mason City, IA | 50401 | ||
(Address of principal executive offices) | (Zip Code) | ||
(641) 423-8525 | |||
(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 (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
o | Emerging Growth Company |
o | 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. |
Explanatory Note
This Form 8-K Amendment is being filed to amend Item 5.07 of the Current Report on Form 8-K filed by Golden Grain Energy, LLC on February 17, 2017, to provide the Board of Directors decision regarding how frequently the company will conduct the Say-on-Pay vote.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Golden Grain Energy, LLC (the "Company") held its 2017 annual members meeting on Monday, February 13, 2017, for the purpose of electing two directors to our board of directors, conducting an advisory vote on the Company's executive compensation called a "Say-on-Pay" and conducting and advisory vote on how frequently the Company will hold the Say-on-Pay vote. Votes were solicited in person and by proxy.
Proposal One: Director Election
We had two nominees for the two vacant director positions. The incumbents, Marion Cagley and Jerry Calease, were reelected for additional three year terms until our 2020 annual meeting. The voting result for the director election was as follows:
Nominee | Votes For | Votes Withheld | ||||
Marion Cagley | 7,870,000 | 577,000 | ||||
Jerry Calease | 7,957,833 | 382,000 | ||||
Proposal Two: Say-on-Pay
We conducted an advisory vote where our members could either endorse or not endorse our system of compensating our executive officers called a "Say-on-Pay" vote. Our members voted to endorse our system of compensating our executive officers. The voting results for the Say-on-Pay vote were as follows:
Votes For | Votes Against | Votes Abstain | ||
11,076,000 | 260,000 | 123,000 | ||
Proposal Three: Frequency of Say-on-Pay
We conducted an advisory vote on how frequently our members would like to provide the advisory Say-on-Pay vote. The alternatives were for every year, every other year or every third year. Our members approved the every three year option. The voting results for the frequency of the Say-on-Pay vote were as follows:
Every Year | Every Two Years | Every Three Years | Votes Abstain | |||
1,021,500 | 234,000 | 10,104,166 | 159,334 | |||
Board Decision on Frequency of Say-on-Pay
On April 17, 2017, our Board of Directors decided to follow the member advisory vote and conduct the Say-on-Pay vote every three years. Therefore, we anticipate that we will next present the Say-on-Pay vote to our members at our 2020 Annual Member Meeting.
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.
GOLDEN GRAIN ENERGY, LLC | |
Date: April 24, 2017 | /s/ Christine Marchand |
Christine Marchand | |
Chief Financial Officer | |
(Principal Financial Officer) | |