Green Plains (GPRE) Proxy filing summary

Executive summary

• Achieved significant operational milestones in 2025, including bringing carbon capture systems online at three Nebraska facilities, record ethanol yields, and gains in protein and corn oil output.

• Completed a corporate reorganization and cost reduction initiative, enhancing efficiency and lowering costs.

• Entered into a Cooperation Agreement with Ancora Holdings, refreshed the Board with three new independent directors, and appointed a new CEO, Chris Osowski, in August 2025.

• Completed major asset sales and financial transactions, including the sale of the Obion, Tennessee plant and a $200 million convertible note exchange, strengthening liquidity.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors for one-year terms, (2) amendment to the 2019 Equity Incentive Plan to increase available shares and amend provisions, (3) ratification of KPMG as independent auditor for 2026, and (4) advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, 89% independent, with diverse skills in leadership, finance, sustainability, and industry expertise.

• Three new independent directors appointed in April 2025; CEO Chris Osowski joined the Board in August 2025.

• Board committees include Audit, Compensation, Nominating and Governance, Risk, and Strategic Planning, all with defined charters and responsibilities.

• Strong governance practices: 100% independent board committees, stock ownership guidelines, clawback policy, and no poison pill.