Filed On 2/27/07 5:24pm ET · SEC File 0-51277 · Accession Number 950137-7-2873
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
2/27/07 Granite Falls Energy/LLC DEF 14A 3/29/07 1:26 Bowne of Chicago...01/FA
Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents
Document/Exhibit Description Pages Size
1: DEF 14A Definitive Notice and Proxy HTML 150K
This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
GRANITE FALLS ENERGY, LLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was determined): |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing. |
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Date Filed: |
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Persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number. |
GRANITE
FALLS ENERGY, LLC
15045 Highway 23 S.E.
Granite Falls, MN
56241-0216
NOTICE OF 2007 ANNUAL MEETING
OF MEMBERS
To Be Held On: Thursday, March 29, 2007
To our members:
The 2007 Annual Meeting of Members (the
“2007 Annual
Meeting”) of Granite Falls Energy, LLC (the
“Company”) will be held on Thursday,
March 29,
2007, at the Prairie Casino Resort, 5616 Prairies Edge Lane,
Granite Falls, Minnesota. Registration for the meeting will
begin at 9:00 a.m. The 2007 Annual Meeting will
commence at approximately 10:00 a.m. The purposes of
the meeting are to:
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To elect four (4) Governors;
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Transact such other business as may properly come before the
2007 Annual Meeting or any adjournments thereof.
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The foregoing items of business are more fully described in the
proxy statement accompanying this notice
. If you have any
questions regarding the information in the proxy statement or
regarding completion of the enclosed proxy card, please call the
Company at
(320) 564-3100.
Only members listed on
the Company’s records at the close
of business on
February 1, 2007 are entitled to notice of
the 2007 Annual Meeting and to vote at the 2007 Annual Meeting
and any adjournments thereof. For your proxy card to be valid,
it must be received by us no later than 5:00 p.m. on
Tuesday,
March 27, 2007.
All members are cordially invited to attend the 2007 Annual
Meeting in person. However, to assure the presence of a quorum,
the board of governors requests that you promptly sign, date and
return the enclosed proxy card, which is solicited by the board
of governors, whether or not you plan to attend the meeting. The
proxy will not be used if you attend and vote at the meeting in
person. You may fax the enclosed proxy card to the Company at
(320) 564-3190
or mail it to us using the enclosed envelope.
By order of the board of governors,
Granite Falls, Minnesota
TABLE OF CONTENTS
Granite Falls Energy,
LLC
1504 Highway 23 S.E.
Granite Falls, MN
56241-0216
Annual Meeting of Members
The enclosed proxy is solicited by the board of governors of
Granite Falls Energy, LLC (the
“Company”,
“we”,
“us”,
“our”) for use at the
2007 annual meeting of members of
the Company to be held on
Thursday,
March 29, 2007 (the
“2007 Annual
Meeting”), and at any adjournment thereof. The 2007 Annual
Meeting will be held at the Prairie Casino Resort, 5616 Prairies
Edge Lane, Granite Falls, Minnesota. Registration for the
meeting will begin at 9:00 a.m. The 2007 Annual
Meeting will commence at approximately 10:00 a.m.
This solicitation is being made by mail, however
the Company may
also use its officers, governors, and employees (without
providing them with additional compensation) to solicit proxies
from members in person or by telephone, facsimile or letter.
Distribution of this proxy statement and a proxy card is
scheduled to begin on or about
March 1, 2007.
We have organized this proxy statement into three sections in
order to set forth our information in a straightforward and
understandable way. You should read all three sections.
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Questions and Answers about the Annual Meeting: this
section provides answers to frequently asked questions regarding
the purpose of the Annual Meeting and meeting procedures.
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Proxy Proposals: this section provides information
and detailed explanation about the proposals to be voted on at
this members’ meeting.
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Required Information: this section provides
information that is required by law to be included in the
Company’s Proxy Statement, which has not been included in
Sections I and II.
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SECTION I —
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND
VOTING
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Why did I receive this proxy statement? |
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The board of governors is soliciting your proxy to vote at the
2007 Annual Meeting because you were a member of the Company at
the close of business on February 1, 2007, the record date,
and are entitled to vote at the meeting. |
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What am I voting on? |
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The election of four governors. The following persons have been
nominated by the nomination committee to fill the four open
seats of the board of governors: Paul Enstad, Julie
Oftedahl — Volstad, Ken Berg and Rod Wilkison.
Detailed information on each nominee is provided below at
“SECTION II — PROPOSALS TO BE VOTED ON,
ELECTION OF GOVERNORS.” The board of governors recommends a
vote FOR the re-election of Paul Enstad, Julie
Oftedahl — Volstad, Ken Berg and Rod Wilkison. |
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How many votes do I have? |
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Members are entitled to one vote for each membership unit owned
of record by such member as of the close of business on the
record date on any matter which may properly come before the
meeting. |
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What is the voting requirement to elect the governors? |
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In the election of governors, the four persons receiving a vote
of a plurality of the total number of membership units
outstanding will be elected, however, the units owned by Glacial
Lakes Energy (“GLE”) and Fagen, Inc. are excluded in
determining the total number of membership units outstanding for
purposes of election of governors. Therefore, the nominees
receiving the greatest number of votes relative to all other
competing nominees are elected as governors. |
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How many membership units are outstanding? |
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On February 1, 2007, there are 31,156 membership units
outstanding. |
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What is the effect of an abstention? |
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Because governors are elected by a plurality vote of the total
number of outstanding units, abstentions will not be counted as
a vote for or against any nominee. |
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How do I vote? |
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Membership units can be voted only if the holder of record is
present at the 2007 Annual Meeting either in person or by proxy.
You may vote using either of the following methods: |
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Proxy card. The enclosed proxy card is a means
by which a member may authorize the voting of his, her, or its
membership units at the 2007 Annual Meeting. The membership
units represented by each properly executed proxy card will be
voted at the 2007 Annual Meeting in accordance with the
member’s directions. The Company urges you to specify your
choices by marking the appropriate boxes on your enclosed proxy
card. After you have marked your choices, please sign and date
the enclosed proxy card and return it in the enclosed envelope
or fax it to the Company at (320)564-3190. If you sign and
return the proxy card without specifying your choices, your
membership units will be voted FOR the relection of Paul
Enstad, Julie Oftedahl-Volstad, Ken Berg and Rod Wilkison.
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In person at the 2007 Annual Meeting. All
members may vote in person at the 2007 Annual Meeting.
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You may revoke your proxy by: |
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Voting in person at the 2007 Annual Meeting;
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Giving personal or written notice of the revocation to Paul
Enstad, chairman of the Company’s board of governors, at
the Company’s offices 15045 Highway 23 S.E., Granite Falls,
MN
56241-0216; or
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Giving personal or written notice of the revocation to Julie
Oftedahl-Volstad, secretary of the Company’s board of
governors, at the commencement of the 2007 Annual Meeting.
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card? |
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If you do not mark any choices on the proxy card, then the
proxies will vote your units FOR Paul Enstad, Julie
Oftedahl-Volstad, Ken Berg and Rod Wilkison as governors. If you
only mark one choice, two choices, or three choices on the proxy
card, then the proxies will vote your units ONLY for
items or person(s) you chose. In this situation, however, your
units will be included in the determination of whether a quorum
is present. |
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If any other matters are properly presented to the 2007 Annual
Meeting for action, the proxy holders will vote the proxies
(which confer discretionary authority to vote on such matters)
in accordance with their best judgment. |
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Who can attend the 2007 Annual Meeting? |
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All members as of the close of business on the record date may
attend the 2007 Annual Meeting. |
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Who will count the vote? |
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The Company’s Chief Financial Officer Stacie Schuler and
Assistant Controller Angela Hagen. |
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When are member proposals and governor nominations due for
the 2008 annual meeting? |
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In order to be considered for inclusion in next year’s
proxy statement, member proposals, including governor
nominations, must be submitted in writing to the Company by
November 1, 2007. The proposal must be in accordance with
the provision of
Rule 14a-8
promulgated by the SEC under the Exchange Act. The Company
suggests that proposals for the 2008 Annual Meeting of members
be submitted by certified mail-return receipt requested. Members
who intend to present a proposal at the 2008 Annual Meeting of
members without including such proposal in the Company’s
Proxy Statement must provide the Company notice of such proposal
no later than December 15, 2007. The Company reserves the
right to reject, rule out of order, or take appropriate action
with respect to any proposal that does not comply with these and
other applicable requirements. |
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If the Company does not receive notice of a member proposal
intended to be submitted to the 2008 Annual Meeting by
December 15, 2007, the persons named on the proxy card
accompanying the notice of meeting may vote on any such proposal
in their discretion. However, if the Company does receive notice
of a member proposal intended to be submitted to the 2008 Annual
Meeting by December 15, 2007, then the persons named on the
proxy card may vote on any such proposal in their discretion
only if the company includes in its proxy statement an
explanation of its intention with respect to voting on the
proposal. |
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The entire cost of this proxy solicitation will be borne by the
Company. The cost will include the cost of supplying necessary
additional copies of the solicitation material for beneficial
owners of membership units held of record by brokers, dealers,
banks and voting trustees and their nominees and, upon request,
the reasonable expenses of such record holders for completing
the mailing of such material and report to such beneficial
owners. |
FORWARD-LOOKING
STATEMENTS
This proxy statement contains forward-looking statements that
involve future events, our future performance and our expected
future operations and actions. In some cases you can identify
forward-looking statements by the use of words such as
“may,” “will,” “should,”
“anticipate,” “believe,” “expect,”
“plan,” “future,” “intend,”
“could,” “estimate,” “predict,”
“hope,” “potential,” “continue,”
or the negative of these terms or other similar expressions.
These forward-looking statements are only our predictions and
involve numerous assumptions, risks and uncertainties,
including, but not limited to those listed below and those
business risks and factors described elsewhere in this proxy
statement and our other Securities and Exchange Commission
filings.
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Changes in the availability and price of corn and natural gas;
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Changes in the environmental regulations that apply to our plant
operations;
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Increased competition in the ethanol and oil industries or
overcapacity within the ethanol production industry;
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Changes in interest rates or the availability of credit;
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Changes in our business strategy, capital improvements or
development plans;
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Changes in plant production capacity or technical difficulties
in operating the plant;
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Changes in general economic conditions or the occurrence of
certain events causing an economic impact in the agriculture,
oil or automobile industries;
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Changes in the price of ethanol and the market for distillers
grains;
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Changes in federal
and/or state
laws (including the elimination of any federal
and/or state
ethanol tax incentives);
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Changes and advances in ethanol production technology; and
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Competition from alternative fuel additives.
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Our actual results or actions could and likely will differ
materially from those anticipated in the forward-looking
statements for many reasons, including the reasons described in
this proxy statement. We are not under any duty to update the
forward-looking statements contained in this proxy statement. We
cannot guarantee future results, levels of activity, performance
or achievements. We caution you not to put undue reliance on any
forward-looking statements, which speak only as of the date of
this proxy statement. You should read this proxy statement and
the documents that we reference in this proxy statement,
completely and with the understanding that our actual future
results may be materially different from what we currently
expect. We qualify all of our forward-looking statements by
these cautionary statements.
SECTION II —
PROPOSALS TO BE VOTED UPON
ELECTION OF GOVERNORS
Six (6) elected and three (3) appointed governors
comprise our board of governors. The six elected governor
positions are currently divided into three classes. Class I
governors elected at our 2005 annual meeting serve a three
(3) year term. Class II governors elected at our 2006
annual meeting serve a three (3) year term. Class III
governors up for election at our 2007 annual meeting will be
elected to a three (3) year term.
The Company’s board
of governors recently established two additional elected board
seats and appointed two governors to fill those seats until
those seats could be filled by election at the 2007 Annual
Meeting. The two new seats were designated Group I and
Group II seats. The person elected to fill the new Group I
seat will serve until 2008 and the person elected to fill the
new Group II seat will serve until 2009, which is similar
to the terms of the previously existing Group I and
Group II seats.
The Company’s current elected
governors and their respective terms are as follows:
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Term Expires 2007
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Paul Enstad
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Class III Governor
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Julie Oftedahl-Volstad
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Class III Governor
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Ken Berg
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Class I Governor
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Rod Wilkison
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Class II Governor
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Term Expires 2008
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Shannon Johnson
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Class I Governor
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Term Expires 2009
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Scott Dubbelde
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Class II Governor
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At the 2006 annual meeting, Scott Dubbelde was re-elected to
serve a three-year term until the 2009 annual meeting. Pursuant
to our operating agreement, on or about
December 29, 2006,
our board established two additional board positions and
appointed Ken Berg and Rod Wilkison to serve in those positions
until our 2007 annual meeting, at which time they will be up for
re-election. Ken Berg’s seat has been designated as a Group
I seat and anyone elected to that seat will serve a one year
term set to expire in 2008. Rod Wilkison’s seat has been
designated as a Group II seat and anyone elected to that
seat will serve a two year term set to expire in 2009.
The board of governors has recommended as nominees for election
Mr. Paul Enstad, Ms. Julie Oftedahl-Volstad,
Mr. Berg and Mr. Wilkison. Mr. Enstad and
Ms. Oftedahl-Volstad have served on the board of governors
since
the Company’s inception. Mr. Berg and
Mr. Wilkison have served on the board of governors since
December 2006.
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The following table contains certain information with respect to
the nominees for election to the board of governors at the 2007
Annual Meeting:
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Year First
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Became a
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Governor
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Term Expires
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Name and Principal Occupation
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Age
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(if applicable)
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(if applicable)
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Paul Enstad, Grain Producer
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2002
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2007
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Julie Oftedahl-Volstad, Grain
Producer
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2002
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2007
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Ken Berg, Pork Producer
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December 2006
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2007
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Rod Wilkison, Financial Consultant
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December 2006
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2007
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Biographical
Information for Nominees
Paul Enstad —
Age 47. Mr. Enstad has been farming
near Granite Falls, Minnesota since 1978. He and his two
brothers currently farm together as a partnership and raise corn
and soybeans. He serves on the board of directors of the Farmers
Cooperative Elevator Company, a member of
the Company. In such
capacity, he attends board meetings of the Farmers Cooperative
Elevator Company and otherwise provides periodic, informal
business advice. The Farmers Cooperative Elevator Company
purchases agricultural products from its members and stores them
for resale to food processors and sells agricultural goods and
services to its members utilizing group buying leverage to
obtain discounts not otherwise generally available to individual
cooperative members.
Julie Oftedahl-Volstad —
Age 52. Ms. Oftedahl-Volstad has been
farming along the Yellow Medicine River near Hanley Falls,
Minnesota since 1980 on a farm homesteaded in 1873 by her
great-great grandfather. She farms in partnership with her three
brothers and parents, principally growing corn and soybeans. She
has a degree in Sociology from Southwest State University. She
is an active member of Yellow Medicine Lutheran Church and has
served on the church council in the past. She is also on the
board of Neighbors United Resource Center, a support
organization. Ms. Oftedahl-Volstad has served as one of our
governors and since our inception in 2000.
Ken Berg —
Age 46. Mr. Berg is the president and a
partner of Exetare Partners, LLP, a 15,000 farrow to finish
swine operation located in Clarkfield, Minnesota, since 1995.
Mr. Berg is also involved in a farming operation south of
Clarkfield, Minnesota where he raises corn and soybeans. Prior
to Mr. Berg’s appointment to an at-large board seat in
December 2006, he had been Fagen, Inc.’s appointee to the
board of governors since October 2006. Mr. Berg is
President of the Zion Lutheran Church and has served on the
church council for 20 years.
Rod Wilkison —
Age 52. Mr. Wilkison has been the owner
and chief executive officer of Wilkison Consulting Service since
1985. Wilkison Consulting Service provides financial consulting,
tax preparation, and monthly accounting services for farmers and
small businesses. Prior to starting his consulting business,
Mr. Wilkison worked for two different banks for over eleven
years and continues to work closely with several area banks on
joint clients. Mr. Wilkison graduated from Pipestone Area
Vocational Technical Institute with a degree in Agricultural
Banking. Mr. Wilkison is certified by the Minnesota
Department of Agriculture as a Farm Business Management
Instructor.
Required
Vote and Board Recommendation
The affirmative vote of a plurality of the membership voting
interests is required to elect a nominee to the position of
governor. As indicated on the proxy card, if you fail to mark a
vote, the proxies solicited by the board of governors will be
voted in favor of the board of governors’ nominees. If you
do not submit a proxy card or attend the meeting, or if you
abstain from voting, your vote will not be counted for or
against any nominee.
YOUR BOARD HAS RECOMMENDED THE CURRENT GOVERNORS AND
NOMINEES, PAUL ENSTAD, JULIE OFTEDAHL-VOLSTAD, KEN BERG AND ROD
WILKISON BE ELECTED TO THE GOVERNOR SEATS OPEN FOR ELECTION AT
THE 2007 ANNUAL MEETING.
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SECTION III —
REQUIRED INFORMATION
GOVERNORS AND OFFICERS
Biographical
Information for Non-nominee Governors
Scott Dubbelde — Age 45. Scott
Dubbelde has served on the board of governors of
the Company
since its inception. For the past 15 years,
Mr. Dubbelde has been the general manager of the Farmers
Cooperative Elevator Company, a member of us. He has over
23 years of experience in the grain elevator business. In
his capacity as general manager of the Farmers Cooperative
Elevator, he is responsible for all
day-to-day
business operations and has both financial and operational
responsibility for the Farmers Cooperative Elevator. The Farmers
Cooperative Elevator is the exclusive grain supplier for our
ethanol plant, see
“CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.”
Terry Little —
Age 47. Mr. Little is a GLE appointee
to the board of governors. Mr. Little has been farming in
Watertown, South Dakota since 1985. He and his brother currently
farm together as a partnership and raise livestock and grain. He
serves on the Board of Managers of GLE, our member. After
growing up on a farm near Watertown, Mr. Little attended
South Dakota State University and Iowa State University and
received a degree in Veterinary Medicine. After a brief career
in veterinary medicine, Mr. Little returned to the family
farm and his current farming operation.
Terry Mudgett —
Age 53. Mr. Mudgett is a GLE appointee
to the board of governors. He also serves on the Board of
Managers of GLE. He has been a farmer for the past 26 years
in Clark County, South Dakota and currently has a grain
operation and cattle feed and cow/calf operation. He has also
been involved as a seed salesman for the past several years.
Shannon Johnson —
Age 45. Mr. Johnson has been farming in
eastern Yellow Medicine County since 1979. He produces corn,
soybeans and sugar beets on 1,000 acres. He is co-owner and
secretary of a farrow to finish swine operation and currently
serves as the Hazel Run Township clerk. He formerly served on
the Hazel Run Lutheran Church council. He is a Yellow Medicine
County Corn Board member and a Soybean Growers member.
Myron D. Peterson —
Age 62. Mr. Peterson was designated in
2000 by our At-Large Governors as our At-Large Alternate
generally to act in the absence of an At-Large Governor. He
farms with his four brothers and their families in a family farm
partnership called Peterson Partners established in 1962,
growing about 3,300 acres of corn and soybeans in western
Renville County. Mr. Peterson served seven years as a
director of the Minnesota Corn Growers Association Board. In
2003, he became a director of the Minnesota Corn Research and
Production Council. He has been a supervisor for Hawk Creek
Township for the past 27 years and County Township
Secretary-Treasurer for Renville County for 24 years.
Jon T. Anderson —
Age 45. Mr. Anderson was designated, in
2006, by GLE as its alternate governor to act in the absence of
a GLE appointee governor. Mr. Anderson has been farming
near Bryant, South Dakota since 1982. He raises corn, soybeans,
wheat and has a cow/calf operation.
Biographical
Information on Officers and Significant Employees
Tracey Olson —
Age 40. Mr. Olson joined
the Company in
2006 as an advisor to the board of governors. In December 2006,
Mr. Olson was hired as
the Company’s Chief Executive
Officer. Prior to that Mr. Olson worked for Fagen
Engineering, LLC of Granite falls, Minnesota at various
positions from 1996 to 2006. Mr. Olson’s most recent
position at Fagen Engineering, LLC was the Vice President of
Electrical Engineering, which he had held for approximately one
year. Prior to serving as the Vice President of Electrical
Engineering, Mr. Olson had been an electrical engineering
department head.
Stacie Schuler —
Age 34. Ms. Schuler joined
the Company
in summer 2005 as Controller, and commenced her duties as Chief
Financial Officer for Granite Falls Energy in February 2006.
Ms. Schuler worked for Cargill, Incorporated from August
1997 to July 2005. Ms. Schuler received her accounting
degree thru Southwestern Technical College in Granite Falls,
Minnesota and Southwest State University in Marshall, Minnesota.
6
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of
February 1, 2007, the following beneficial owners
owned or held 5% or more of our outstanding membership units:
| |
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Name and
|
|
Amount and
|
|
|
|
|
|
|
|
Address of
|
|
Nature of
|
|
|
Percent of
|
|
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Title of Class
|
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Beneficial Owner
|
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Beneficial Ownership
|
|
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Class
|
|
|
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Membership Units
|
|
Glacial Lakes Energy, LLC
301 20th Avenue SE
Watertown, SD 57201
|
|
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6,500 Membership Units
|
|
|
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20.90
|
%
|
|
Membership Units
|
|
Fagen, Inc.
501 W. Highway 212
P.O. Box 159
Granite Falls, MN 56241
|
|
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1,925 Membership Units
|
|
|
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6.20
|
%
|
SECURITY
OWNERSHIP OF MANAGEMENT
As of our fiscal year ended
October 31, 2006, we had no
equity compensation plan in place and accordingly none of our
governors or our executive officers have received our membership
units or options to purchase such units as compensation. As of
February 1, 2007, members of our board of governors and
executive officers own membership units as follows:
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Amount and
|
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Name of
|
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Nature of
|
|
|
Percent of
|
|
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Title of Class
|
|
Beneficial Owner(1)
|
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Beneficial Ownership
|
|
|
Class
|
|
|
|
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Membership Units
|
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Paul Enstad(2)(3)
|
|
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775 Units
|
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2.50%
|
|
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Membership Units
|
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Tracey Olson
|
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20 Units
|
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0.06%
|
|
|
Membership Units
|
|
Stacie Schuler
|
|
|
5 Units
|
|
|
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0.02%
|
|
|
Membership Units
|
|
Scott Dubbelde(3)
|
|
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660 Units
|
|
|
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2.10%
|
|
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Membership Units
|
|
Julie Oftedahl-Volstad
|
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50 Units
|
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0.16%
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Membership Units
|
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Shannon Johnson
|
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100 Units
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0.32%
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Membership Units
|
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Myron Peterson(4)
|
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60 Units
|
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0.19%
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Membership Units
|
|
Ken Berg(5)
|
|
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80 Units
|
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|
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0.26%
|
|
|
Membership Units
|
|
Terry Mudgett(6)
|
|
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6,560 Units
|
|
|
|
21.06%
|
|
|
Membership Units
|
|
Jon T. Anderson(6)
|
|
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6,560 Units
|
|
|
|
21.06%
|
|
|
Membership Units
|
|
Terry Little(6)
|
|
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6,600 Units
|
|
|
|
21.18%
|
|
|
Membership Units
|
|
All governors
|
|
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7,610 Units
|
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24.62%
|
|
|
|
|
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(1) |
|
The address of each individual is in care of us at 15045 Highway
23 S.E., Granite Falls, Minnesota
56241-0216. |
| |
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(2) |
|
Includes 20 units owned by the Enstad Brothers Partnership
and 5 units owned by the Enstad Family Partnership.
Mr. Enstad is a partner of both entities. |
| |
|
(3) |
|
Includes 650 units owned by the Farmers Cooperative
Elevator Company, of which Mr. Dubbelde is general
manager and Mr. Enstad is a governor. |
| |
|
(4) |
|
Includes 50 units owned by Peterson Partners, of which
Mr. Peterson is a partner. |
| |
|
(5) |
|
Units are owned by the SSBD Partnership, of which Mr. Berg
is a partner. |
| |
|
(6) |
|
Includes 6,500 units owned by Glacial Lakes Energy.
Mr. Anderson, Mr. Little and Mr. Mudgett all sit
on the Glacial Lakes Energy Board of Directors. |
7
SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934,
as amended (the
“Exchange Act”), requires our officers
and governors, and persons who own more than 10% of a registered
class of our equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission
(the
“SEC”). Officers, governors and greater than 10%
beneficial owners are required by SEC regulations to furnish us
with copies of all Section 16 (a) forms they file. To
our knowledge, based solely on a review of the copies of such
reports furnished to us and written representations from our
officers and governors, all Section 16(a) filing
requirements were complied with during the fiscal year ended
October 31, 2006.
BOARD OF
GOVERNORS’ MEETINGS AND COMMITTEES
The board of governors generally meets once per month.
The board of governors held 12 regularly scheduled meetings and
3 special meetings during the fiscal year ended
October 31,
2006. Each governor attended at least 75% of the meetings of the
board of governors during the fiscal year ended
October 31,
2006. The board of governors does not have a formalized process
for holders of membership units to send communications to the
board. The board of governors feels this is reasonable given the
accessibility of our governors. Members desiring to communicate
with the board are free to do so by contacting a governor. The
names of our governors are listed on
the Company’s
website
at
www.granitefallsenergy.com.
The board of governors does not have a policy with regard to
governors’ attendance at annual meetings. Last year all of
the governors attended
the Company’s annual meeting. Due to
this high attendance record, it is the view of the board of
governors that such a policy is unnecessary.
Audit
Committee
The audit committee of the board of governors operates under a
charter adopted by the board of governors in Fall 2005. Under
the charter, the audit committee must have at least three
members. Our audit committee members are Paul Enstad, Julie
Oftedahl-Volstad and Rod Wilkison. The chairperson of the audit
committee is Paul Enstad. The audit committee is exempt from the
independence listing standards because
the Company’s
securities are not listed on a national securities exchange or
listed in an automated inter-dealer quotation system of a
national securities association or to issuers of such
securities. Nevertheless, a majority of our audit committee is
independent within the definition of independence provided by
NASDAQ rules 4200 and 4350. Rod Wilkison serves as our
audit committee financial expert. The audit committee held 4
meetings during the fiscal year ended
October 31, 2006.
Audit
Committee Report
The audit committee delivered the following report to the board
of governors of
the Company on
February 15, 2007. The
following report of the audit committee shall not be deemed to
be
incorporated by reference in any previous or future documents
filed by
the Company with the Securities and Exchange Commission
under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except to the extent that
the Company specifically
incorporates the report by reference in any such document.
The audit committee reviews
the Company’s financial
reporting process on behalf of the board of governors.
Management has the primary responsibility for the financial
statements and the reporting process.
The Company’s
independent auditors are responsible for expressing an opinion
on the conformity of the audited financial statements to
generally accepted accounting principles. The committee reviewed
and discussed with management
the Company’s audited
financial statements as of and for the fiscal year ended
October 31, 2006. The committee has discussed with Boulay,
Heutmaker, Zibell & Co. P.L.L.P., its independent
auditors, the matters required to be discussed by Statement on
Auditing Standards No. 61 Communication with audit
committees, as amended, by the Auditing Standards Board of the
American Institute of Certified Public Accountants and as
adopted by the Public Company Accounting Oversight Board in
Rule 3200T. The committee has received and reviewed the
written disclosures and the letter to management from Boulay,
Heutmaker, Zibell & Co. P.L.L.P., as required by
Independence Standards Board Standard No. 1, as adopted by
the Public Company Accounting Oversight Board in
Rule 3600T, and has discussed with the independent
accountant the independent accountants’ independence. The
8
committee has considered whether the provision of services by
Boulay, Heutmaker, Zibell & Co. P.L.L.P., not related
to the audit of the financial statements referred to above and
to the reviews of the interim financial statements included in
the Company’s
Forms 10-QSB,
are compatible with maintaining Boulay, Heutmaker,
Zibell & Co. P.L.L.P’s independence.
Based on the reviews and discussions referred to above, the
audit committee recommended to the board of governors that the
audited financial statements referred to above be included in
the Company’s annual report on
Form 10-KSB
for the fiscal year ended
October 31, 2006.
Audit Committee
Paul Enstad, Chair
Julie Oftedahl-Volstad
Rod Wilkison
Independent
Registered Public Accounting Firm
The audit committee selected Boulay, Heutmaker,
Zibell & Co. P.L.L.P., as independent registered public
accountants for the fiscal year
November 1, 2006 to
October 31, 2007. A representative of Boulay, Heutmaker,
Zibell & Co. P.L.L.P., is expected to be present at the
annual meeting of members and will have an opportunity to make a
statement if so desired. The representative is also expected to
be available for questions from the members.
Audit
Fees
The aggregate fees billed by the principal independent
registered public accountants (Boulay, Heutmaker,
Zibell & Co. P.L.L.P.) to
the Company for the fiscal
year ended
October 31, 2006, and fiscal year ended
October 31, 2005 are as follows:
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Category
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|
Fiscal Year
|
|
|
Fees
|
|
|
|
|
Audit Fees(1)
|
|
|
2006
|
|
|
$
|
89,500
|
|
|
|
|
|
2005
|
|
|
$
|
68,500
|
|
|
Audit-Related Fees
|
|
|
2006
|
|
|
$
|
|
|
|
|
|
|
2005
|
|
|
$
|
|
|
|
Tax Fees
|
|
|
2006
|
|
|
$
|
|
|
|
|
|
|
2005
|
|
|
$
|
|
|
|
All Other Fees(2)
|
|
|
2006
|
|
|
$
|
|
|
|
|
|
|
2005
|
|
|
$
|
|
|
|
|
|
|
(1) |
|
Audit fees include audit of the Company’s financial
statements, reviews of the Company’s quarterly financial
statements, other services related to SEC matters, and
discussions with management and the Audit Committee. |
| |
|
(2) |
|
Prior to engagement of the principal independent registered
public accountants to perform audit services for the Company,
the principal accountant was pre-approved by our audit committee
pursuant to Company policy requiring such approval. |
One hundred percent (100%) of all audit services, audit-related
services and tax-related services were pre-approved by our audit
committee.
Nominating
Committee
The entire board of governors currently serves as the
Company’s nominating committee. The nominating committee
held 1 meeting during the fiscal year ended
October 31,
2006. All of our nominating committee members attended the
nominating committee meeting.
The nominating committee oversees the identification and
evaluation of individuals qualified to become governors and
recommends to the board of governors the governor nominees for
each annual meeting of the members. The major responsibilities
of the nominating committee are to:
|
|
|
| |
•
|
Develop a nomination process for candidates to the board of
governors;
|
| |
| |
•
|
Establish criteria and qualifications for membership to the
board of governors;
|
9
|
|
|
| |
•
|
Identify and evaluate potential governor nominees.
|
| |
| |
•
|
Fill vacancies on the board of governors;
|
| |
| |
•
|
Recommend nominees to the board of governors for election or
reelection.
|
The following list represents the types of criteria the
nominating committee takes into account when identifying and
evaluating potential nominees:
|
|
|
| |
•
|
Agricultural, business and financial background
|
| |
| |
•
|
Accounting experience
|
| |
| |
•
|
Community or civic involvement
|
| |
| |
•
|
Independence from the Company (i.e. free from any family,
material business or professional relationship with the Company)
|
| |
| |
•
|
Lack of potential conflicts with the Company
|
| |
| |
•
|
Examples or references that demonstrate a candidates integrity,
good judgment, commitment and willingness to consider matters
with objectivity and impartiality
|
| |
| |
•
|
Specific needs of the existing board relative to any particular
candidate so that the overall board compensation reflects a mix
of talents, experience, expertise and perspectives appropriate
to the Company’s circumstances.
|
The nominating committee does not operate under a charter. The
nominating committee is exempt from the independence listing
standards because
the Company’s securities are not listed
on a national securities exchange or listed in an automated
inter-dealer quotation system of a national securities
association or to issuers of such securities. Each member of the
nominating committee is an independent governor of the
nominating committee under the NASDAQ definition of independence.
Compensation
Committee
The entire board of governors serves as
the Company’s
compensation committee. The compensation committee has the
overall responsibility for approving and evaluating the
Company’s governor and executive compensation plans,
policies and programs. The compensation committee did not hold
any meetings during the fiscal year ended
October 31, 2006.
MEMBER
PROPOSALS
Any member proposal intended to be considered for inclusion in
the Proxy Statement for presentation at the 2008 Annual Meeting
of Members must be received by
the Company no later than
November 1, 2007 (120 days prior to the one year
anniversary of the date of mailing of this proxy statement). The
proposal must be in accordance with the provisions of
Rule 14a-8
promulgated by the SEC under the Exchange Act. It is suggested
that the proposal be submitted by certified mail-return receipt
requested.
Members who intend to present a proposal at the 2008 Annual
Meeting of members without including such proposal in the
Company’s Proxy Statement must provide
the Company notice
of such proposal no later than
December 15, 2007. The
Company reserves the right to reject, rule out of order, or take
appropriate action with respect to any proposal that does not
comply with these and other applicable requirements. If the
Company does not receive notice of a member proposal intended to
be submitted to the 2008 Annual Meeting by
December 15,
2007, the persons named on the proxy card accompanying the
notice of meeting may vote on any such proposal in their
discretion. However, if
the Company does receive notice of a
member proposal intended to be submitted to the 2008 Annual
Meeting by
December 15, 2007, then the person named on the
proxy card may vote on any such proposal in their discretion
only if
the Company includes in its proxy statement an
explanation of its intention with respect to voting on the
proposal.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
No family relationships exist between any of the governors of
the board, officers, or key employees of
the Company. We
consider all of our governors other than Messrs. Berg and
Wilkison, our Fagen appointee and our
10
GLE appointees, to be our founders and promoters. One of our
former governors, Steve Lindholm, is also one of our founders
and may be considered a promoter. Over the past five years we
have engaged in a number of transactions with our promoters,
governors, officers or 5% unit holders and their affiliates:
Unit Purchase Transactions. We have issued
units to our governors, founders and officers in transactions
approved by our governors. In January 2002, Messrs. Enstad
and Johnson and Ms. Oftedahl-Volstad, along with the
Farmers Cooperative Elevator Company, Peterson Partners and
Granite Falls Bank (whose President and majority owner is
Mr. Lindholm), each purchased 25 units for $5,000, or
$200 per unit. Mr. Dubbelde is the general manager,
and Mr. Enstad is a director, of the Farmers Cooperative
Elevator Company. Mr. Peterson is a partner of Peterson
Partners. Messrs. Enstad, Johnson, Dubbelde and
Ms. Oftedahl-Volstad are governors of us and
Mr. Peterson is an At-Large Governor of us. At the same
time, we sold Fagen 50 units for $25,000, or $500 per
unit.
Between October and December 2001, the City of Granite Falls
loaned us $72,800 to assist us with the organization of our
business and our initial feasibility review of our proposed
ethanol plant. The loans accrued interest at 7% per annum.
Originally, the loans were due in January 2003. In July 2002,
the City of Granite Falls extended the due date on the loans to
January 2004. In August 2002, the City of Granite Falls
converted $25,000 of its loans and the accrued interest into
50 units. However, on
February 24, 2006, the loans
were forgiven based on particular job creation goals when the
ethanol plant was completed.
Between March and July 2002, we conducted a private placement of
units at $500 per unit. Messrs. Dubbelde and Johnson
each purchased 10 units, the Farmers Cooperative Elevator
Company, Mr. Core and the Enstad Brothers Partnership (of
which Mr. Enstad is a partner) each purchased 20 units
and Fagen purchased 120 units, in the private placement on
the same terms as other purchasers.
On
August 31, 2004, Glacial Lakes Energy, LLC and Fagen,
Inc. converted bridge loans in the amount of $6,500,000 and
$2,500,000, respectively, into 6,500 and 2,500 units in the
registered offering at $1,000 per unit, respectively. Fagen
has subsequently transferred some of those units and as of
February 1, 2007, Fagen owed 1,925 units.
Banking and Loan Transactions. In September
2003, Fagen and the Farmers Cooperative Elevator Company
guaranteed and collateralized a $200,000 line of credit at
Granite Falls Bank to provide us with working capital after we
depleted the funds raised in our 2002 private placement. The
line of credit bore interest at 5.75% per annum on the
outstanding balance, which was $149,000 on
December 31,
2003. The outstanding balance was due on
January 15, 2004
and was extended until
June 1, 2004. On
February 19,
2004, we borrowed an additional $100,000 with interest at 5.75%
from Granite Falls Bank pursuant to a promissory note due on
October 31, 2004. We repaid the line of credit, and thereby
retired the guarantors’ obligations, out of the net
proceeds of the Offering.
Consulting Transactions. In February 2003, we
engaged Value Add Ventures, LLC, or (
“VAV”), for
services to assist us as a project consultant in our negotiation
of
contracts, planning of our equity marketing efforts, securing
debt financing and other responsibilities related to the
development of our proposed plant. We paid VAV $1,250 per
week for its services and a bonus of $40,000 upon receipt of our
binding commitment for debt financing, all of which was paid
through the issuance of 79 of our units in October 2004.
VAV’s principals, Messrs. William Riechers and Paul
Casper, are associated with Fagen and other ethanol plants.
Construction Management and Operations Management
Agreement. In August 2004, we entered into a
Consulting Agreement and an Operating and Management Agreement
with GLE, who is also a member. Under the Consulting Agreement,
GLE provided assistance in planning and directed and monitored
the construction of our fuel ethanol plant. We paid GLE $10,000
plus pre-approved expenses per month for these services. The
Consulting Agreement terminated upon the effective date of the
Operating and Management Agreement under which GLE operated and
managed our ethanol plant, which was mutually determined to be
August 8, 2005. We paid GLE $35,000 per month plus 3%
of the plant’s annual net income (payable annually) under
the Operating and Management Agreement. For the year ended
December 31, 2004, we incurred $50,000 of costs under the
Consulting Agreement. For the ten month fiscal year ended
October 31, 2005, we incurred $70,000 of costs under the
Consulting Agreement and $97,097 under the Operating and
Management Agreement (of which $70,000 is in accounts payable).
On
December 22, 2006, Mr. Branhan and Mr. Nealon
resigned from their positions as executive officers of Granite
Falls pursuant to the Operating and Management Agreement between
GLE and Granite Falls. On
January 23, 2007, the Granite
Falls board of governors, determined by resolution of the board
that, pursuant to
11
the terms of the Operating and Management Agreement GLE breached
the terms of the Operating and Management Agreement thereby
terminating the Operating and Management Agreement. Granite
Falls and GLE are currently negotiating an agreement regarding
termination of the Operating and Management Agreement and the
management fees due to Glacial Lakes for management services
rendered. We have not replaced the Glacial Lakes operating and
management agreement with another management agreement. Rather,
Tracey Olson, who had been serving as an advisor to the Granite
Falls board, assumed the position of Chief Executive Officer and
is utilizing Granite Falls’ existing employees to manage
plant operations.
Corn Storage and Grain Handling Agreement. In
October 2003, subsequently renegotiated in May 2004, we entered
into a corn storage and grain handling agreement with Farmers
Cooperative Elevator Company which is a member. We purchase our
entire requirements for corn from the Farmers Cooperative
Elevator Company. The Farmers Cooperative Elevator Company
purchased 605 units in our offering and owns a total of
650 units. The price of the corn purchased will be the bid
price the member establishes for the plant plus a fee of
$0.05 per bushel. For the fiscal year ended
October 31, 2006, we had purchased approximately
$30,340,000 of corn from the Farmers Cooperative Elevator
Company for use in our operations.
Two of our governors, Mr. Dubbelde and Mr. Enstad are
involved with Farmers Cooperative Elevator Company.
Mr. Dubbelde is the general manager, and Mr. Enstad is
a director, of the Farmers Cooperative Elevator Company.
Although Messrs. Enstad and Dubbelde will not participate
as governors in our decisions regarding the Farmers Cooperative
Elevator Company, Mr. Dubbelde will negotiate with us on
behalf of the Farmers Cooperative Elevator Company. All of this
presents a potential conflict of interest for
Messrs. Enstad and Dubbelde when advising us regarding
contracts and agreements that we plan to enter into with the
Elevator.
Construction Transactions. In August 2004, we
signed our design-build agreement with Fagen, Inc. to build our
ethanol plant. Fagen, Inc. is a member of us and has the right
to appoint a person to our board of governors.
Although any Fagen appointee will not participate as a governor
in our decisions regarding Fagen, Inc., his or her position as a
Fagen appointee presents a potential conflict of interest when
advising us regarding
contracts and agreements that we have
entered into or may enter into with Fagen. Construction of our
plant was completed in early November 2005 and operations began
on
November 13, 2005. Our final
contract price with
applicable change orders with Fagen, Inc. totaled $49,170,575 to
build our plant. As of
October 31, 2006, we have incurred
all of the construction costs related to this
contract of which
$87,485 is included in payables to construction contractors.
This amount will be paid to Fagen, Inc. upon determination of
final costs incurred by
the Company related to a warranty issue.
SUMMARY
COMPENSATION TABLE
The following table set forth all compensation paid or payable
by
the Company during the last three fiscal years to our board
of governors.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term
|
|
|
|
|
Fiscal
|
|
|
Annual Compensation
|
|
|
Compensation
|
|
|
Name and Position
|
|
Year
|
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Awards
|
|
|
Paul Enstad, Chairman
|
|
|
2006
|
|
|
|
7,306.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2005
|
|
|
|
7,954.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2004
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
Julie Oftedahl-Volstad
|
|
|
2006
|
|
|
|
7,637.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2005
|
|
|
|
8,126.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2004
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
Scott Dubbelde
|
|
|
2006
|
|
|
|
6,119.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2005
|
|
|
|
6,583.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2004
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
Shannon Johnson
|
|
|
2006
|
|
|
|
6,113.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2005
|
|
|
|
6,583.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2004
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
Myron Peterson
|
|
|
2006
|
|
|
|
6,081.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2005
|
|
|
|
6,111.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2004
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
12
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term
|
|
|
|
|
Fiscal
|
|
|
Annual Compensation
|
|
|
Compensation
|
|
|
Name and Position
|
|
Year
|
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Awards
|
|
|
Fagen, Inc.
|
|
|
2006
|
|
|
|
4,017.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2005
|
|
|
|
3,525.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2004
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
Terry Little
|
|
|
2006
|
|
|
|
6,013.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
2005
|
|
|
|
6,544.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2004
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
Terry Mudgett
|
|
|
2006
|
|
|
|
6,251.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2005
|
|
|
|
6,353.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2004
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
Doyle Thompson
|
|
|
2006
|
|
|
|
6,098.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
2005
|
|
|
|
6,189.00
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2004
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
Ken Berg
|
|
|
2006
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2005
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2004
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
Rod Wilkison
|
|
|
2006
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
2005
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2004
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
Jon Anderson
|
|
|
2006
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2005
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
|
|
|
|
2004
|
|
|
|
0
|
|
|
|
0
|
|
|
|
n/a
|
|
GOVERNOR
COMPENSATION
In October 2004, our board of governors approved a governor
compensation policy. The policy provides for payment to
governors of a monthly fee based on attendance at the regular
monthly board meeting. The fees we pay to our governors are as
follows: $600.00 per month to the Chairman,
$600.00 per month to our governor who is also our corporate
secretary and $500.00 per month to the other governors and
alternates. We also pay for mileage to and from the meeting at
the standard mileage rate established from time to time by the
IRS. We do not pay the fee if the governor does not attend the
monthly meeting. We do not pay governors for attendance at
committee meetings.
ANNUAL
REPORT AND FINANCIAL STATEMENTS
The Company’s annual report to the Securities and Exchange
Commission on
Form 10-KSB,
including the financial statements and the notes thereto, for
the fiscal year ended
October 31, 2006, accompanies the
mailing of this proxy statement.
The Company will provide each member solicited a copy of
Exhibits to the
10-KSB upon
written request and payment of specified fees. The written
request for such Exhibits should be directed to Stacie Schuler,
Chief Financial Officer of Granite Falls Energy, LLC at 15045
Highway 23 S.E., Granite Falls, MN
56241-0216.
Such request must set forth a good faith representation that the
requesting party was a holder of record or a beneficial owner of
membership units in the Company on February 1, 2007. The
2006 annual report on
Form 10-KSB
complete with exhibits is also available at no cost through the
EDGAR database available from the SEC’s internet site
(www.sec.gov).
13
| |
|
|
GRANITE FALLS ENERGY, LLC
2007 Annual Meeting — Thursday, March 29,
2007
For Unit Holders as of February 1, 2007
Proxy Solicited on Behalf of the Board of Governors
|
|
Vote by Mail or Facsimile:
1) Read the Proxy Statement
2) Check the appropriate boxes on the proxy card below
3) Sign and date the proxy card
4) Return the proxy card in the envelope provided or via
fax to
(320) 564-3190
no later than 5:00 p.m. on Tuesday, March 27,
2007
|
ELECTION
OF FOUR GOVERNORS
You may vote
for four (4) nominees.
| |
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|
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
|
|
|
|
Paul Enstad, Incumbent
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
PLEASE INDICATE YOUR SELECTION BY
FIRMLY PLACING AN “X” IN THE APPROPRIATE NUMBERED BOX
WITH BLUE OR BLACK INK
|
|
Julie Oftedahl-Volstad, Incumbent
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
|
|
Ken Berg, Incumbent
|
|
|
o
|
|
|
|
o
|
|
|
|
o
|
|
|
|
|
Rod Wilkison, Incumbent
|
|
|
o
|
|
|
|
o
|
|
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|
o
|
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Signature: _
_
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Date: _
_
|
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Signature: _
_
|
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Date: _
_
|
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|
Joint owners must both sign. When
signing as attorney executor, administrator, trustee or
guardian, please note that fact.
|
By signing this proxy card, you appoint Myron Peterson and
Shannon Johnson, jointly and severally, each with full power of
substitution, as proxies to represent you at the 2007 Annual
Meeting of the Members to be held on Thursday,
March 29,
2007, at the Prairie Casino Resort, 5616 Prairies Edge Lane,
Granite Falls, Minnesota, and at adjournment thereof, on any
matters coming before the meeting. Registration for the meeting
will begin at 9:00 a.m. The 2007 Annual Meeting will
commence at approximately 10:00 a.m.
Please specify your choice by marking the appropriate box for
each matter above. The Proxies cannot vote your units unless you
sign and return this card. For your proxy card to be valid, it
must be received by
the Company by 5:00 p.m. on Tuesday,
March 27, 2007.
This proxy, when properly executed, will be voted in the manner
directed herein and authorizes the Proxies to take action in
their discretion upon other matters that may properly come
before the Meeting. If you do not mark any boxes, your units
will be voted for Paul Enstad, Julie Oftedahl-Volstad, Ken Berg,
and Rod Wilkison. If you only mark one (1) choice, two
(2) choices or three (3) choices, then the Proxies
will vote your units ONLY for items or person(s) you
chose. In this situation, however, your units will be included
in the determination of whether a quorum is present. If any
other matters are properly presented to the 2007 Annual Meeting
for action, the proxy holders will vote the proxies (which
confer discretionary authority to vote on such matters) in
accordance with their best judgment.
GRANITE
FALLS ENERGY, LLC
15045 Highway 23 S.E.
Dates Referenced Herein and Documents Incorporated By Reference
Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)
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