Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):                          June 15, 2017                  




(Exact Name of Registrant as Specified in Charter)



Delaware   000-21467   41-2170618
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)


400 Capitol Mall, Suite 2060    
Sacramento, California   95814
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s Telephone Number, Including Area Code:   (916) 403-2123



(Former Name or Former Address, if Changed Since Last Report)


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 communication 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 communication 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. o










Item 5.07 Submission of Matters to a Vote of Security Holders


The 2017 Annual Meeting of Stockholders (“Annual Meeting”) of Pacific Ethanol, Inc. (the “Company”) was held on June 15, 2017. The following proposals were approved at the Annual Meeting by the votes indicated:


Proposal One: To elect seven directors to serve on the Company’s board of directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified. The nominees for election were William L. Jones, Neil M. Koehler, Michael D. Kandris, Terry L. Stone, John L. Prince, Douglas L. Kieta and Larry D. Layne.


The following nominees were elected by the votes indicated to serve as directors until the next annual meeting of stockholders and/or until their successors are duly elected and qualified:



Total Votes for Director

Total Votes Withheld from Director

Total Broker

William L. Jones 18,705,267 658,410 9,651,904
Neil M. Koehler 18,891,400 472,277 9,651,904
Michael D. Kandris 18,749,434 614,243 9,651,904
Terry L. Stone 18,882,317 481,360 9,651,904
John L. Prince 18,280,736 1,082,941 9,651,904
Douglas L. Kieta 18,705,256 658,421 9,651,904
Larry D. Layne 18,852,271 511,406 9,651,904


Proposal Two: To cast a non-binding advisory vote to approve the Company’s executive compensation (“say-on-pay”).


  Total Votes
For 18,602,440
Against 623,068
Abstain 138,169
Broker Non-Votes 9,651,904


Proposal Three: To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.


  Total Votes
For 28,190,923
Against 576,067
Abstain 248,591
Broker Non-Votes N/A












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: June 15, 2017 PACIFIC ETHANOL, INC.
    Christopher W. Wright,
Vice President, General Counsel & Secretary