Key Summary: In Nov 2021, Ancora Advisors (7.1%) expressed its concerns about governance. In Jan 2023, it urged strategic review. In Feb 2024, it reached Cooperation agreement for review by Dec 31, 2023.Market Cap: $1.5 billion | Green Plains Inc. produces, markets, and distributes ethanol in the United States and internationally.
Background
On November 17, 2021, Ancora Advisors (7.1%) stated that it was encouraged by the company’s recent efforts to improve its corporate governance and refresh its Board however, Ancora Advisors believes these actions only address a portion of the myriad of corporate governance issues plaguing the company. Ancora Advisors expressed its concerns as follows: (i) their belief that the Board, as presently constituted, may not possess the requisite experience and skill sets necessary to lead the company at this critical juncture and successfully implement its transformation strategy; (ii) their belief that the interests of the Board may not be appropriately aligned with the interests of stockholders, particularly in light of the company’s recent capital raise and ongoing capital investment strategy, and given the recent and significant sales by insiders and the lack of stockholder representation on the Board; and (iii) their belief that the recent, long overdue corporate governance changes appear reactionary in nature and, importantly, fail to address certain key items such as the classification of the Board and the lack of an independent Chairman. In light of its concerns, Ancora Advisors are considering certain alternatives, including seeking Board representation and/or submitting a shareholder proposal for consideration by stockholders at the 2022 AGM. Source
On January 31, 2023, Ancora Advisors (7.1%) issued a press release and sent an open letter to the Board detailing its view that the Board should commence a review of value-maximizing strategic alternatives. Ancora Advisors believes the Board should commence a robust strategic review process in an effort to maximize value for all shareholders.
Update
On February 6, 2024, Ancora Advisors entered into a cooperation agreement with the company. Pursuant to this agreement, the company will publicly announce a formal review by its Board of Directors to explore strategic alternatives aimed at maximizing shareholder value no later than the disclosure of its financial results for the period ending December 31, 2023.
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