DEF 14A 1 a2021definitiveproxystatem.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )
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Filed by a party other than the Registrant o
 
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Under § 240.14a-12
GOLDEN GRAIN ENERGY, LLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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ggelogoa071.jpg
1822 43rd Street SW
Mason City, IA 50401

NOTICE OF 2021 ANNUAL MEETING OF MEMBERS
To be Held Monday, February 22, 2021
To our members:

The 2021 annual meeting of members (the "2021 Annual Meeting") of Golden Grain Energy, LLC (the "Company") will be held on Monday, February 22, 2021, at the Columbia Club, 551 S. Taft Avenue, Mason City, Iowa, 50401 and will also be broadcast electronically to members. In the event we are unable to hold an in-person meeting due to the COVID-19 pandemic, the meeting will only be held electronically. Registration for the meeting and lunch will begin at 12:00 p.m. The 2021 Annual Meeting will follow the lunch, and will commence at approximately 1:00 p.m. The board of directors (the "Board") encourages you to attend the meeting unless the Company is forced to cancel the in-person meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING TO BE HELD ON MONDAY, FEBRUARY 22, 2021:

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting;
The proxy statement, proxy card and annual report to members are available at http://www.goldengrainenergy.com; and
If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy by calling our office at (641) 423-8525 or toll free at (888) 443-2676 or by written request at Golden Grain Energy, LLC at 1822 43rd Street SW, Mason City, IA 50401, by e-mail at info@ggecorn.com, or on our website at http://www.goldengrainenergy.com on or before February 9, 2021, to facilitate timely delivery.

The purposes of the meeting are to: (1) Elect two directors to the Board; (2) Vote on an amendment to the Company's Operating Agreement proposed by the Company and (3) Transact such other business as may properly come before the 2021 Annual Meeting or any adjournments thereof.

Only members listed on the Company's records at the close of business on January 13, 2021 are entitled to notice of the 2021 Annual Meeting and to vote at the 2021 Annual Meeting and any adjournments thereof. For your proxy card to be valid, it must be RECEIVED by the Company no later than 5:00 p.m. on Friday, February 19, 2021.

All members are cordially invited to attend the 2021 Annual Meeting in person or electronically. However, to assure the presence of a quorum, the Board requests that you promptly sign, date and return a proxy card, whether or not you plan to attend the meeting. Proxy cards are available on the Company's website at http://www.goldengrainenergy.com and may be printed by the members. No personal information is required to print a proxy card. We will be sending you a proxy card approximately 10 days from the date of this letter. If you wish to revoke your proxy at the meeting and execute a new proxy card, you may do so by giving written notice to our CFO, Brooke Peters, prior to the commencement of the meeting. You may fax your completed proxy card to the Company at (641) 421-8457; email it to info@ggecorn.com or mail it to the Company at 1822 43rd Street SW, Mason City, Iowa 50401. If you need directions to the meeting, please contact the Company using the information listed above.

By order of the Board of Directors,
                        /s/ Dave Sovereign
                        Chairman of the Board
Mason City, Iowa
January 13, 2021




ggelogoa071.jpg
Golden Grain Energy, LLC
1822 43rd Street SW
Mason City, Iowa 50401

Proxy Statement
2021 Annual Meeting of Members
Monday, February 22, 2021
                
This proxy solicitation is being made by Golden Grain Energy, LLC (the "Company"). The proxy statement and proxy card were prepared by the board of directors (the "Board") of the Company for use at the 2021 annual meeting of members of the Company to be held on Monday, February 22, 2021 (the "2021 Annual Meeting"), and at any adjournment thereof. The 2021 Annual Meeting will be held at the Columbia Club, 551 S. Taft Avenue, Mason City, Iowa, 50401 and will also be broadcast electronically to members. In the event we are unable to hold an in-person meeting due to the COVID-19 pandemic, the meeting will only be held electronically. The Company will give you written notice if the Company must cancel the in-person meeting. Registration for the meeting and lunch will begin at 12:00 p.m. The 2021 Annual Meeting will follow the lunch, and will commence at approximately 1:00 p.m. Distribution of this proxy statement and the proxy card is scheduled to begin on or about January 13, 2021. This solicitation is being made according to the SEC's Internet availability of proxy materials rules, however the Company may also use its officers, directors, and employees (without providing them with additional compensation) to solicit proxies from members in person or by telephone, email, facsimile or letter.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Q:    Why did I receive this proxy statement?

A:    The Board is soliciting your proxy to vote at the 2021 Annual Meeting because you were a member of the Company at the close of business on January 13, 2021, the record date, and are entitled to vote at the meeting.

Q:    What am I voting on?

A:    You are voting on (1) the election of two directors; and (2) the Fourth Amendment to the Company's Third Amended and Restated Operating Agreement proposed by the Company (the "Operating Agreement Amendment"). The director nominees are Jim Boeding, Duane Lynch and Charles L. Malek Sr.

Q:    How many votes do I have?

A:    Members are entitled to one vote for each Class A or Class B membership unit that they hold. Members who have the right to appoint a director to the Board are not entitled to vote in the general election of directors.

Q:    What is the voting requirement to elect the directors and what is the effect of an abstention or withhold vote?

A:    In the election of directors, the two nominees receiving the greatest number of votes will be elected, regardless of whether any individual nominee receives votes from a majority of the quorum. Members do not have cumulative voting rights. In the director election, because directors are elected by plurality vote, abstentions and withheld votes will not be counted either for or against any nominee. Abstentions and withheld votes will be included when counting units to determine whether a sufficient number of the voting membership units are represented to establish a quorum.

Q:    What is the voting requirement to approve the proposed Operating Agreement Amendment and what is the effect of abstention?

A:    The proposed Operating Agreement Amendment will be approved if it receives affirmative votes from members holding a majority of the units, represented at a meeting where a quorum is present and entitled to vote on the matter.
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Abstentions will be counted for purposes of determining if a quorum is represented at the meeting, but will have the effect of a vote AGAINST the proposed Operating Agreement Amendment.

Q:    How many membership units are outstanding?

A:    On January 13, 2021, the record date, there were 18,953,000 outstanding Class A membership units and 920,000 outstanding Class B membership units for a total of 19,873,000 units outstanding.

Q:    What constitutes a quorum?

A:    The presence of members holding 30% of the total outstanding Class A and B membership units entitled to vote on the matter, or 5,061,900 membership units for the election of directors, regardless of class, or 5,961,900 membership units for the Operating Agreement Amendment, regardless of class, constitutes a quorum. If you are entitled to vote and submit a properly executed proxy, then your units will be counted as part of the quorum.

Q:    How do I vote?

A:    Membership units can be voted only if the holder of record is present at the 2021 Annual Meeting, either in person or by proxy. You may vote using either of the following methods:

Proxy. You may cast your votes by executing a proxy card for the 2021 Annual Meeting and submitting it to the Company prior to the 2021 Annual Meeting. Completed proxy cards must be RECEIVED by the Company by 5:00 p.m. on Friday, February 19, 2021 in order to be valid. The Company urges you to specify your choices by marking the appropriate boxes on your proxy card for the 2021 Annual Meeting. After you have marked your choices, please sign and date the proxy card and return it to the Company, either by mail at 1822 43rd Street SW, Mason City, Iowa 50401, or fax it to the Company at (641) 421-8457. If you sign and return the proxy card without specifying any choices, your membership units will be voted FOR the incumbent directors, Jim Boeding and Duane Lynch, for the director election and FOR Proposal Two - Operating Agreement Amendment.

In person at the 2021 Annual Meeting. Provided the in-person meeting is not canceled due to the COVID-19 pandemic, all members entitled to vote may vote in person at the 2021 Annual Meeting.

Q:    Do I have dissenters' rights, appraisal rights or similar rights?

A:    Pursuant to Section 6.8 of the Operating Agreement, members have no dissenters' rights, appraisal rights or any similar rights.
    
Q:    What can I do if I change my mind after I vote my units?

A:    You may revoke your proxy by:
Voting in person at the 2021 Annual Meeting;
Giving written notice of the revocation to the Company's CFO, Brooke Peters, at the Company's offices at 1822 43rd Street SW, Mason City, Iowa 50401 which is RECEIVED prior to 5:00 p.m. on Friday, February 19, 2021; or
Giving written notice of the revocation to the Company's CFO, Brooke Peters, at the commencement of the 2021 Annual Meeting.
                                                        
Q:    What happens if I mark too few or too many boxes on the proxy card?

A:    If you do not mark any choices on the proxy card, then the proxies will vote your units FOR the incumbent directors, Jim Boeding and Duane Lynch, for the director election and FOR Proposal Two - Operating Agreement Amendment. You may wish to vote for only one of the director nominees. In this case, your vote will only be counted for the nominee you have selected. If you mark contradicting choices on the proxy card, such as both FOR and WITHHOLD for a nominee or FOR and AGAINST Proposal Two - Operating Agreement Amendment, your votes will not be counted with respect to the director nominee or proposal for which you marked contradicting choices. However, each fully executed proxy card will be counted for purposes of determining whether a quorum is present at the 2021 Annual Meeting.    
                    

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Q:    Who can attend the 2021 Annual Meeting?

A:    All members of the Company as of the close of business on the record date may attend the 2021 Annual Meeting.
                                                        
Q:    What is the record date for the 2021 Annual Meeting?

A:    The record date for the 2021 Annual Meeting is January 13, 2021.
                                                        
Q:    Who will count the vote?

A:    The Company's CFO, Brooke Peters, and Human Resources Manager, Whitney Brierly, will act as inspectors of the election and will count the vote.
                                                        
Q:    How do I nominate a candidate for election as a director for the 2021 annual meeting?

A:    Three director positions will stand for election at the 2022 annual meeting. Nominations for director positions are made by a nominating committee appointed by the Board. In addition, a member may nominate a candidate for director by following the procedures explained in Section 5.2(c) of the Operating Agreement. Section 5.2(c) of the Operating Agreement requires that written notice of a member's intent to nominate an individual for director must be given, either by personal delivery or by United States mail, postage prepaid, to the secretary of the Company not less than 120 calendar days prior to the one year anniversary of the date when the Company's proxy statement was released in connection with the previous year's annual meeting. Director nominations submitted pursuant to the provisions of the Operating Agreement must be submitted to the Company by September 15, 2021.                                         

Q:    What is a member proposal?

A:    A member proposal is your recommendation or requirement that the Company and/or the Board take action, which you intend to present at a meeting of the Company's members. Your proposal should state as clearly as possible the course of action that you believe the Company should follow. If your proposal is included in the Company's proxy statement, then the Company must also provide the means for members to vote on the matter via the proxy card. The deadlines and procedures for submitting member proposals are explained in the following question and answer. 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.

Q:    When are member proposals due for the 2022 annual meeting?

A:    In order to be considered for inclusion in next year's proxy statement, member proposals must be submitted in writing to the Company by September 15, 2021. The Company suggests that member proposals for the 2022 annual meeting of the members be submitted by certified mail-return receipt requested.

Members who intend to present a proposal at the 2022 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 November 29, 2021. 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 2022 annual meeting by November 29, 2021, the persons named on the proxy card accompanying the notice of meeting may vote on any such proposal in their discretion, provided the Company has included in its proxy statement an explanation of its intention with respect to voting on the proposal. 

Q:    What is the effect of a broker non-vote?

A:    While we do not believe that any of our units are held in street name by brokers, broker non-votes, if any, will count for purposes of establishing a quorum at the 2021 Annual Meeting. A broker non-vote occurs when an individual owns units which are held in the name of a broker. The individual is the beneficial owner of the units, however, on the records of the Company, the broker owns the units. If the individual who beneficially owns the units does not provide the broker with voting instructions on non-routine matters, including the proposals presented at the 2021 Annual Meeting, this is considered a broker non-vote. For such non-routine matters, the broker cannot vote either way and reports the units as "non-votes." These broker non-votes function as abstentions under our governing documents.
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Q:    Who is paying for this proxy solicitation?

A:    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 materials 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 materials and reports to such beneficial owners.


PROPOSALS TO BE VOTED UPON

PROPOSAL ONE
ELECTION OF DIRECTORS

Seven elected and three appointed directors comprise the Board. The elected directors are divided into three classes. Two directors are to be elected by the members at the 2021 Annual Meeting and the terms of the remaining elected directors expire in either 2022 or 2023. Below is a chart showing when each elected director's term expires.
Annual MeetingDirectors Who Stand For Election
2021Jim Boeding
Duane Lynch
2022Stan Laures
Roger Shaffer
Dave Sovereign
2023Jerry Calease
Dustin Petersen

At the 2018 annual meeting, Jim Boeding and Duane Lynch were re-elected to serve three-year terms until the 2021 Annual Meeting. At the 2019 annual meeting, Stan Laures, Roger Shaffer and Dave Sovereign were re-elected to serve three-year terms until the 2022 annual meeting. At the 2020 annual meeting, Jerry Calease and Dustin Petersen were elected to serve three-year terms until the 2023 annual meeting.

The Board has selected Jim Boeding, Duane Lunch and Charles L Malek Sr., as nominees for election at the 2021 Annual Meeting. Mr. Boeding and Mr. Lynch have served on the Board since the Company’s inception. Mr. Malek has not previously served on the Company's board of directors. Each of the nominees was recommended by members of the Company to the nominating committee.

    The following table contains certain information with respect to the nominees for election to the Board at the 2021 Annual Meeting:
Name and Principal OccupationAgeYear First Became a DirectorTerm Expires
Jim Boeding, Farmer7320022021
Duane Lynch, Farmer8020022021
Charles L. Malek Sr., Construction Company Owner58n/an/a

Biographical Information for Nominees

Jim Boeding, Incumbent Director and Nominee - Age 73

Mr. Boeding has served on the Board since the Company's inception. Mr. Boeding's term expires in 2021. Mr. Boeding is also a member of our executive committee and nominating committee . For over 40 years, Mr. Boeding has operated a farm near Decorah, Iowa called Quiet Creek Farm. Mr. Boeding holds a degree in business from the University of Northern Iowa and has been involved in several startup companies in the area that have resulted in economic benefits. Mr. Boeding previously held the office of treasurer for the Company until a Chief Financial Officer was appointed. Mr. Boeding was selected as a nominee based on on his business and agriculture experience as well as his prior involvement with the ethanol industry and the Company. Mr. Boeding has consented to serving on the Board if he is elected.
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Duane Lynch, Incumbent Director and Nominee - Age 80

Mr. Lynch has served on the Board since the Company's inception. Mr. Lynch's term expires in 2021. Mr. Lynch serves on our risk management committee and our director compensation committee. Mr. Lynch owns a grain farm consisting primarily of corn and soybeans called Lynch Farms for over the past 50 years. Mr. Lynch was previously associated with Dekalb and Latham as a seed salesman. Mr. Lynch also served on the Farmer's Home Administration board and on his church council's finance committee. Mr. Lynch was selected as a nominee based on his business and agriculture experience as well as his prior involvement with the ethanol industry and the Company. Mr. Lynch has consented to serving on the Board if he is elected.

Charles L. Malek Sr., Nominee - Age 58

Since 1989, Mr. Malek has owned Malek Builders, Inc., a new residential home and general construction business. Mr. Malek currently serves on the CUSB Bank Board of Directors. Mr. Malek is also a member of Cresco Industrial Development Corp., Howard County Business and Tourism, Howard County Assessors Board of Review and Council President of First Lutheran Church in Cresco. Previously, Mr. Malek was a Howard County Supervisor for four years. Mr. Malek also previously had an Iowa Real Estate Brokers License and an Iowa Appraisal License, and served in the Regional Health Services of Howard County Hospital Board as a Trustee. Mr. Malek was selected as a nominee based on his business experience. Mr. Malek has consented to serving on the Board if he is elected.

Required Vote and Board Recommendation

In the election of directors, the two nominees receiving the greatest number of votes relative to the votes cast for their competitors will be elected, regardless of whether any individual nominee receives votes from a majority of the quorum. Members do not have cumulative voting rights. Members who are entitled to appoint a director pursuant to the Operating Agreement cannot vote in the director election. In the director election, because directors are elected by plurality vote, abstentions and withheld votes will not be counted either for or against any nominee. Abstentions and withheld votes will be included when counting units to determine whether a sufficient number of the voting membership units are represented to establish a quorum. If you mark contradicting choices on your proxy card such as both for and withhold for a nominee, your votes will not be counted with respect to the nominee for whom you marked contradicting choices.

THE BOARD HAS DETERMINED THAT EACH NOMINEE IS QUALIFIED TO SERVE AS A DIRECTOR. YOU MAY VOTE FOR ONLY TWO NOMINEES. FOR EACH PROPERLY EXECUTED PROXY WHERE THE MEMBER DOES NOT MARK ANY CHOICES FOR DIRECTOR, THE PROXIES WILL VOTE FOR THE INCUMBENT DIRECTORS JIM BOEDING AND DUANE LYNCH. THE BOARD RECOMMENDS A VOTE FOR THE INCUMBENT DIRECTORS JIM BOEDING AND DUANE LYNCH.

Biographical Information for Non-nominee Directors

Stanley Laures, Director, Secretary - Age 81

Mr. Laures has served on the Board since the Company's inception. Mr. Laures's term expires in 2022. Mr. Laures is also a member of our audit committee and executive committee. Mr. Laures will continue to hold the office of secretary until his earlier resignation or removal by the Board. During our first two years, he served as our project coordinator with responsibility for all of the Company's organizational issues. For over 40 years, he was involved with a family farming operation near New Hampton, Iowa.  Further, Mr. Laures spent approximately 35 years in the banking industry as a commercial loan officer and a member of the bank's board of directors. Mr. Laures serves as a director and president of S&V Green Acres, Ltd, a closely held family farm corporation raising corn and soybeans.

Roger Shaffer, Director - Age 60

Mr. Shaffer has served on the Board since 2012. Mr. Shaffer's term expires in 2022. Mr. Shaffer has owned the certified public accounting firm, Shaffer Company, PC in Sumner, Iowa for approximately 30 years. Prior to his ownership of that company, he worked for other CPA firms. Mr. Shaffer also operates a grain farming operation. Mr. Shaffer is currently serving as the treasurer for the Iowa Association of School Boards as well as a member of the audit committee. He has also previously served on the Waterloo Chapter of Iowa Society of CPA's and various other community organizations.


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Dave Sovereign, Director, Chairman - Age 64

Mr. Sovereign has served on the Board since the Company's inception. Mr. Sovereign's term expires in 2022. Mr. Sovereign serves as the Chairman of the Board. Mr. Sovereign will continue to serve as Chairman until his earlier resignation or removal by the Board. Mr. Sovereign is also a member of our executive committee, audit committee, risk management committee, public relations committee, executive compensation committee and director compensation committee. For more than the past five years, Mr. Sovereign has been an active partner in a family farming operation near Cresco, Iowa, and as a partner in Paris Foods, Inc., a livestock production facility. He is also a member of Sovereign Building L.C., which owns and leases hog confinement buildings. Mr. Sovereign previously held the offices of vice chairman and vice president of the Company.

Mr. Sovereign also serves as the chairman of Paris Foods, Inc, a private company, the chairman of Sovereign Trucking, Inc., a private company, as a director of Sovereign Building L.C., a private company, as a director of DRSG Partnership, a private company, as the chairman of GDB, LLC, a private company, as a director for Cresco Fuels Inc, a private company, is a director on the American Coalition of Ethanol board and representing the Company's investment interest as a director for Absolute Energy, LLC, a private company.
 
Jerry Calease, Director - Age 68

Mr. Calease has served on the Board since September 17, 2003. Mr. Calease's term expires in 2023. Mr. Calease serves on our public relations committee, nominating committee and director compensation committee. Mr. Calease has been the owner/operator of a corn and soybean farming operation in Bremer County, Iowa called J + K Calease Farms for the majority of his career. Mr. Calease has been a certified crop adviser and a Douglas township trustee for multiple years. Mr. Calease also sits on the board of directors of Butler-Bremer Mutual Telephone Company, a private company, and Bremer Mutual Insurance Association, a private company.

Dustin Petersen, Director - Age 47

Mr. Petersen has served on the Board since February 17, 2020. Mr. Petersen serves on our audit committee and nominating committee. Mr. Petersen's term expires 2023. For the past five years, Mr. Petersen has served as the Chief Financial Officer of Harrison Corporation and Harrison Truck Centers, both privately held companies. Mr. Petersen is also the managing partner of E85 Farms LLC, a privately held corn and soybean operating in Northern Iowa. Prior to his current roles, Mr. Petersen was a CPA with McGladrey LLP and served as the national renewable energy leader as well as served numerous clients in various industries. Mr. Petersen has served on numerous non-profit boards of directors in various capacities and is a member of the Iowa Society of CPA's and the American Institute of CPA's.

Leslie M. Hansen, Appointed Director - Age 67
 
Ms. Hansen was appointed to the Board by Sizzle X, Inc. on February 12, 2007, pursuant to the Operating Agreement, which permits Class A unit holders owning one million or more of our Class A units to appoint one director to the Board. Ms. Hansen serves on our audit committee and executive compensation committee. For nearly 30 years, Ms. Hansen has served as chief financial officer of Precision of New Hampton, Inc., and as vice-president and chief financial officer of Hotflush, Inc. for nearly 15 years. Ms. Hansen is also the president of Sizzle X, Inc.
 
Ms. Hansen will serve indefinitely as a director on the Board at the pleasure of Sizzle X, Inc., so long as Sizzle X, Inc. continues to own one million or more of our Class A units. Ms. Hansen also serves on the board of directors of Precision of New Hampton, Inc., a private company, Hotflush, Inc., a private company, and representing the Company's investment interest as a director of Homeland Energy Solutions, LLC, a publicly reporting company.

Dave Reinhart, Appointed Director - Age 71

Mr. Reinhart was appointed to the Board by Fagen, Inc. on January 23, 2012, pursuant to the Operating Agreement, which permits Class A unit holders owning one million or more of our Class A units to appoint one director to the Board. Mr. Reinhart serves on our risk management committee and director compensation committee. For over 35 years, Mr. Reinhart has operated family-owned supermarkets in Iowa. Mr. Reinhart will serve indefinitely as a director on the Board at the pleasure of Fagen, Inc., so long as Fagen, Inc. continues to own one million or more of our Class A units. Mr. Reinhart also serves as a board member for Amaizing Energy, LLC, Big River Resources, LLC, Corn, LP, and Platinum Ethanol, all privately held companies.

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Steve Sukup, Vice-Chairman and Appointed Director - Age 64

Mr. Sukup was appointed to the Board on April 18, 2005 by Fagen Engineering, LLC. On August 21, 2006, Fagen Engineering, LLC transferred its units to Ron Fagen. On September 25, 2006, Ron Fagen reappointed Mr. Sukup to the Board pursuant to the Operating Agreement, which permits Class A unit holders owning one million or more of our Class A units to appoint one director to the Board. Mr. Sukup serves on our executive committee, audit committee and executive compensation committee. For nearly 40 years, Mr. Sukup has been a co-owner of Sukup Manufacturing Company, a family-owned agricultural business and his own farming operation. Mr. Sukup is also the vice-president and chief financial officer of Sukup Manufacturing. Mr. Sukup sits on the board of directors of Golden Rule Insurance, a private company, and Sukup Manufacturing Company, a private company.

The Board elected Mr. Sukup as the Company's vice chairman. Mr. Sukup is anticipated to hold the office of vice chairman until the earlier of his resignation or removal from office. Mr. Sukup will serve indefinitely as a director on the Board at the pleasure of Ron Fagen for so long as he continues to own one million or more of our Class A units.

Biographical Information Regarding Officers and Key Employees

Brooke Peters, Chief Financial Officer - Age 38

On May 18, 2020, Brooke Peters was appointed interim Chief Financial Officer. Ms. Peters became our Chief Financial Officer later in our 2020 fiscal year. Ms. Peters has been employed by the Company since October 2004. Most recently, Ms. Peters held the position of Controller with the Company since November 2008. Ms. Peters will serve as the Chief Financial Officer until the earlier of her resignation, death, disqualification or removal by the board of directors.

Chad E. Kuhlers, Chief Executive Officer - Age 49

In August 2004, the Company hired Chad Kuhlers as plant manager. Mr. Kuhlers was appointed Chief Operating Officer of the Company by the Board on July 19, 2010. In May 2020, Mr. Kuhlers was appointed interim Chief Executive Officer and was made our permanent Chief Executive Officer later in our 2020 fiscal year. Prior to his employment with the Company, Mr. Kuhlers was the operations manager for Koch Hydrocarbon's Medford, Oklahoma facility. Mr. Kuhlers also served as the maintenance manager, process control engineer, reliability engineer and project engineer within the Koch Hydrocarbon organization. He has an electrical engineering degree from Iowa State University and an MBA from Phillips University in Enid, Oklahoma. Mr. Kuhlers also serves as a director for Homeland Energy Solutions, LLC, a publicly reporting company. In June 2014, Mr. Kuhlers was appointed as the Company's representative to Guardian Energy in Janesville, Minnesota. Mr. Kuhlers is anticipated to hold the office of Chief Executive Officer until the earlier of his resignation, death, disqualification or removal by the Board.

Scott Gudbaur, Commodity Manager - Age 63

During our 2020 fiscal year, the Company named Scott Gudbaur, as the Company's Commodity Manager. Mr. Gudbaur previously served as the Company's Commodity Manager until October 2011. Mr. Gudbaur rejoined the Company in February 2020 as the Grain Originator. Mr. Gudbaur will serve as the Commodity Manager indefinitely until the earlier of his resignation, death, disqualification or removal by the board of directors. In the five years prior to rejoining the Company, Mr. Gudbaur was employed as the Grain Department Manager with Five Star Cooperative headquartered in New Hampton, Iowa and as the Grain Merchandiser for Mid Iowa Coop headquartered in Conrad, Iowa.


PROPOSAL TWO
APPROVAL OF FOURTH AMENDMENT TO THE THIRD AMENDED AND RESTATED OPERATING AGREEMENT PROPOSED BY THE COMPANY

Proposal Two is to adopt the Operating Agreement Amendment proposed by the Company. The primary purpose of the Operating Agreement Amendment is to incorporate a new Iowa statute that mirrors the federal tax rules for auditing partnerships such as the Company. An operating agreement amendment was previously presented to the members which incorporated the federal law changes, which amendment was approved by the members at our 2018 annual member meeting. The language of the Operating Agreement Amendment is set forth in Appendix I to this proxy statement. The language we are proposing to add is in bold and underlined.

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We are also taking this opportunity to make it clear that video-conferences, in additional to teleconferences, meet the electronic meeting requirements for our board and member meetings. The language we are proposing to add is in bold and underlined.

Required Vote and Board Recommendation

With respect to approval of the Operating Agreement Amendment, if a quorum is present, the affirmative vote of members owning a majority of the units, represented at the 2021 Annual Meeting (in person or by proxy) and entitled to vote on the matter shall constitute the act of the members. If you fail to mark a vote, the proxies solicited by the Board will be voted FOR Proposal Two. If you mark contradicting choices on your proxy card such as a vote both for and against Proposal Two, your vote will have the effect of a vote AGAINST Proposal Two. If you abstain, your units will be included in the determination of whether a quorum is present. However, your abstention will have the effect of a vote AGAINST Proposal Two. If you do not submit a proxy card or attend the 2021 Annual Meeting, your vote will not be counted as a vote either for or against Proposal Two.

If Proposal Two is approved, the form of Operating Agreement Amendment attached as Appendix I will be adopted by the Company.

THE BOARD HAS APPROVED THE PROPOSED OPERATING AGREEMENT AMENDMENT AND RECOMMENDS A VOTE FOR PROPOSAL TWO.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (SEC). Except as indicated by footnote, a person named in the table below has sole voting and sole investment power for all units beneficially owned by that person. In addition, unless otherwise indicated, all persons named below can be reached at the following address: Golden Grain Energy, LLC, 1822 43rd Street SW, Mason City, IA 50401.

As of January 13, 2021, the following individuals beneficially owned 5% or more of our outstanding Class A membership units:
Title of Class Name of
Beneficial Owner
 Amount of Beneficial Ownership Percent of Class
Class A Membership Units 
Leslie Hansen(1)
 1,000,000 Class A Units 5.3%
Class A Membership Units
Ron Fagen(2)
2,000,000 Class A Units10.6%
 
(1) Leslie Hansen beneficially owns 1,000,000 Class A units held by Sizzle X, Inc. Leslie Hansen is a director.
(2) Ron Fagen beneficially owns 1,000,000 of his Class A units through his control of Fagen, Inc.
 
As of January 13, 2021, the following individuals beneficially owned 5% or more of our outstanding Class B membership units:
Title of Class Name of
Beneficial Owner
 Amount of Beneficial Ownership Percent of Class
Class B Membership Units 
Jim Boeding(1)
 50,000 Class B Units 5.4%
Class B Membership Units Wendland Investments, Inc. 55,000 Class B Units 6.0%
 
(1) Jim Boeding is a director of the Company.

  
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Security Ownership of Management
 
As of January 13, 2021, members of the Board, nominees and executive officers beneficially owned Class A membership units as follows:
Title of Class Name of
Beneficial Owner
 Amount of
Beneficial Ownership
 Percent of Class
Class A Membership Units Jim Boeding, Director and Nominee61,000  *
Class A Membership Units 
Marion Cagley,(1) Director
 48,000  *
Class A Membership Units Jerry Calease, Director 125,000  *
Class A Membership UnitsScott Gudbaur, Commodity Manager— *
Class A Membership Units 
Leslie Hansen,(2) Director
 1,000,000  5.3%
Class A Membership Units
Chad Kuhlers,(3) CEO
31,166 *
Class A Membership Units 
Stan Laures,(4) Secretary and Director
 130,000  *
Class A Membership Units Duane Lynch, Director and Nominee 120,000  *
Class A Membership UnitsCharles L. Malek Sr., Nominee51,000 *
Class A Membership Units
Christine Marchand,(5) Former CFO
14,167 *
Class A Membership UnitsDustin Petersen, Director— *
Class A Membership UnitsBrooke Peters, CFO— *
Class A Membership UnitsDave Reinhart, Director— *
Class A Membership Units
Roger Shaffer,(6) Director
25,000 *
Class A Membership Units 
Dave Sovereign,(7) Chairman and Director
 117,000  *
Class A Membership Units
Curt Strong,(8) Former Executive VP/Commodity Manager
4,500 *
Class A Membership Units 
Steve Sukup,(9) Vice-Chairman and Director
 400,000  2.1%
TOTAL CLASS A MEMBERSHIP UNITS:2,126,833  11.2%

(*) Indicates that the membership units owned represent less than 1% of the outstanding Class A units.
(1) Marion Cagley shares investment and voting power with respect to these 48,000 Class A units with his spouse.
(2) Leslie Hansen beneficially owns 1,000,000 Class A units held by Sizzle, Inc.
(3) Chad Kuhlers beneficially owns the units held by CEK Investments, Inc. Mr. Kuhlers shares voting and investment power with respect to these 31,166 Class A units with his spouse.
(4) Stan Laures owns 65,000 Class A units individually, and beneficially owns 65,000 Class A units that are owned by his spouse. Stan Laures has sole investment and voting power with respect to 65,000 Class A units and shares investment and voting power with respect to the remaining 65,000 Class A units with his spouse.
(5) Christine Marchand beneficially owns the units held by Marchand Investments, Inc. Ms. Marchand shares voting and investment power with respect to these 14,167 Class A units with her spouse.
(6) Roger Shaffer shares voting and investment power with respect to the 25,000 Class A units with his spouse.
(7) Dave Sovereign owns 57,000 Class A units individually, and beneficially owns 60,000 Class A units through DRSG Partnership of which Mr. Sovereign is a partner. Dave Sovereign shares voting and investment power with respect to the 57,000 Class A units with his spouse and with respect to the 60,000 Class A units with the other partners of DRSG Partnership.
(8) Curt Strong beneficially owns the units held by Four Strong Ltd. Mr. Strong shares voting and investment power with respect to these 4,500 Class A units with his spouse.
(9) Steve Sukup owns 245,000 Class A units individually, and beneficially owns 155,000 Class A units with his spouse. Mr. Sukup shares voting and investment power with respect to the 155,000 Class A units with his spouse.
 

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As of January 13, 2021, members of the Board, nominees and executive officers beneficially owned Class B membership units as follows:
Title of Class Name of
Beneficial Owner
 Amount of
Beneficial Ownership
 Percent of Class
Class B Membership Units Jim Boeding, Director and Nominee 50,000  5.4%
Class B Membership Units Marion Cagley, Director 20,000  2.2%
Class B Membership Units Jerry Calease, Director 25,000  2.7%
Class B Membership Units Stan Laures, Secretary and Director 5,000  0.5%
Class B Membership Units 
Duane Lynch,(1) Director and Nominee
 20,000  2.2%
Class B Membership Units 
Dave Sovereign,(2) Chairman and Director
 39,000  4.2%
TOTAL CLASS B MEMBERSHIP UNITS : 159,000  17.3%
 
(1) Duane Lynch owns 10,000 Class B units individually and beneficially owns 10,000 Class B units that are owned by his spouse.
(2) Dave Sovereign owns 2,000 Class B units individually and beneficially owns 17,000 Class B units through Mr. Sovereign's part ownership of GDB, LLC and beneficially owns 20,000 Class B units through Mr. Sovereign's part ownership in DRSG Partnership. Dave Sovereign shares investment and voting power with respect to the 2,000 Class B units with his spouse and shares investment and voting power with respect to the 37,000 Class B units with the other owners of GDB, LLC and DRSG Partnership.

BOARD OF DIRECTORS' MEETINGS AND COMMITTEES

The Board generally meets once per month. The Board held twelve regularly scheduled meetings during the fiscal year ended October 31, 2020. Each director attended at least 75% of the meetings of the Board during the fiscal year ended October 31, 2020.

The Board does not have a formalized process for holders of membership units to send communications to the Board. The Board feels this is reasonable given the accessibility of our directors. Members desiring to communicate with the Board are free to do so by contacting a director. Members can make contact with directors by calling the Company's office at (641) 423-8525.

The Board does not have a policy with regard to directors' attendance at annual meetings. Last year, all directors, except for Leslie Hansen and Stan Laures, attended the Company's annual meeting. Due to this high attendance record, it is the view of the Board that such a policy is unnecessary.

Director and Nominee Independence

All of our directors are independent, as defined by NASDAQ Rule 5605(a)(2). Each of the director nominees are independent, as defined by NASDAQ Rule 5605(a)(2). In evaluating the independence of our directors and nominees, we considered the following factors: (i) the business relationships of our directors and nominees; (ii) positions our directors and nominees hold with other companies; (iii) family relationships between our directors and nominees and other individuals involved with the Company; (iv) transactions between our directors and nominees and the Company; and (v) compensation arrangements between our directors and the Company.

Board Leadership Structure and Role In Risk Oversight

The Company is managed by a Chief Executive Officer that is separate from the Chairman of the Board. The Board has determined that its leadership structure is reasonable and effective to create checks and balances between the CEO of the Company and the Board. The Board is actively involved in overseeing all material risks that face the Company, including risks related to changes in commodity prices. The Board administers its oversight functions by reviewing the operations of the Company, by overseeing the executive officers' management of the Company, and through its risk management committee.

Code of Ethics

The Board has adopted a Code of Ethics that sets forth standards regarding matters such as honest and ethical conduct, compliance with the law, and full, fair, accurate, and timely disclosure in reports and documents that we file with the SEC and
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in other public communications. The Code of Ethics applies to all of our employees, officers, and directors, including our Chief Executive Officer. The Code of Ethics is available free of charge on written request to Golden Grain Energy, LLC, 1822 43rd Street SW, Mason City, Iowa 50401.

Audit Committee

The Company has a standing audit committee. The purpose of the audit committee is to monitor the integrity of the Company's financial reporting process and systems of internal controls. The audit committee appoints and monitors the independence and qualifications of the Company's independent registered public accounting firm (independent accountant), monitors the Company's internal control documentation, provides an avenue of communication among the independent accountant, management, and the Board, and prepares an audit committee report to be included in the Company's annual proxy statement.

The audit committee of the Board operates under a charter, adopted by the Board in Fall 2004, and updated in November 2014. A copy of the audit committee charter is available on the Company's website at www.ggecorn.com. Under the charter, the audit committee must have at least three members. The Board has appointed Leslie Hansen (co-chairperson), Roger Shaffer (co-chairperson), Stan Laures, Dustin Petersen, Dave Sovereign and Steve Sukup to the audit committee. 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, all of our audit committee members are independent within the definition of independence provided by NASDAQ rules 5605(a)(2) and 5605(c)(2). A director would not be independent if they, or a family member, had been employed by the Company at any time during the last three years, accepted any compensation from the Company in excess of $120,000 during the last three years, or was a partner in, or a controlling shareholder or an executive officer of any organization which had extensive business dealings with the Company. Additionally, directors serving on the audit committee must not have participated in the preparation of the financial statements of the Company at any time during the last three years.

The Board has determined that Dustin Petersen and Roger Shaffer qualify as an audit committee financial experts. Mr. Petersen and Mr. Shaffer are both Certified Public Accountants. Mr. Petersen and Mr. Shaffer are each independent within the definition of independence provided by NASDAQ rules 5605(a)(2) and 5605(c)(2). The audit committee held four meetings during our fiscal year ended October 31, 2020. All of our audit committee members attended at least 75% of the audit committee meetings during our fiscal year ended October 31, 2020.

Audit Committee Report

The audit committee delivered the following report to the Company's Board on December 23, 2021. 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 reviewed and discussed with management the Company's audited financial statements as of and for the fiscal year ended October 31, 2020.  The audit committee has discussed with its independent auditor, the matters required to be discussed by Statement on Auditing Standards No. 61 Communication with Audit Committees, as amended, modified or supplemented.  The audit committee has received and reviewed the written disclosures and the letter to management from its independent auditor, as required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526, and has discussed with management and the independent auditor the independent auditor's independence.  The audit committee has considered whether the provision of services by its independent auditor, 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-Q, are compatible with maintaining the independent auditor's independence.


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Based on the reviews and discussions referred to above, the audit committee recommended to the Board that the audited financial statements referred to above be included in the Company's annual report on Form 10-K for the fiscal year ended October 31, 2020.
Audit Committee
 Leslie Hansen, Co-Chair
Roger Shaffer, Co-Chair
Stan Laures
Dustin Petersen
 Dave Sovereign
Steve Sukup

Independent Registered Public Accounting Firm

The audit committee selected RSM US LLP as the independent registered public accounting firm for the fiscal year November 1, 2020 to October 31, 2021. A representative of the Company's independent accounting firm is expected to be present at the 2021 Annual Meeting to respond to appropriate questions from the members and will have an opportunity to make a statement if they desire.

Audit Fees

The fees charged by the Company's independent registered public accounting firm during the last two fiscal years are as follows:
CategoryFiscal YearFees
Audit Fees(1)
2020$101,850 
201995,920 
Audit-Related Fees2020— 
2019— 
Tax Fees(2)
2020121,630 
201945,900 
All Other Fees(3)
2020— 
2019130 
(1) Audit fees consist of fees billed for audit services in connection with the reviews of the quarterly financial statements and for the audit of the fiscal year-end financial statements in connection with statutory and regulatory filings and engagements.

(2) Tax fees consist of fees billed for tax services in connection with the preparation of the annual tax return, research and development tax study and other services in connection with statutory and regulatory filings and engagements.

(3) All other fees consists of fees billed for network and information technology equipment and services.

Prior to engagement of the independent registered public accounting firm to perform audit, tax and consulting services for the Company, the services were pre-approved by our audit committee pursuant to the Company's policy requiring such approval. One hundred percent (100%) of all services were pre-approved by our audit committee.

Nominating Committee

The Board appointed Jerry Calease, Dustin Petersen and Steve Dietz to the nominating committee for the fiscal year ended October 31, 2020. The nominating committee held one meeting in order to nominate candidates for the 2021 Annual Meeting and each member of the nominating committee attended the meeting.

The nominating committee oversees the identification and evaluation of individuals qualified to become directors and recommends to the Board the director 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;
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Establish criteria and qualifications for membership to the Board;
Identify and evaluate potential director nominees;
Fill vacancies on the Board; and
Recommend nominees to the Board for election or re-election.

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 of interest with the Company;
Examples or references that demonstrate a candidate's integrity, good judgment, commitment and willingness to consider matters with objectivity and impartiality; and
Specific needs of the existing board relative to any particular candidate so that the overall board composition 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 does not have a formalized policy related to diversity on the Board. The nominating committee does not have a policy for receiving nominations for director positions from the Company's members. The Company believes this is reasonable because the Operating Agreement provides a procedure for the members to nominate individuals to stand for election as directors. 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. However, each member of the nominating committee is independent under the NASDAQ definition of independence.

Nominations for the election of directors may be made by any member entitled to vote generally in the election of directors by following the procedures in the Company's Operating Agreement. In accordance with the Company's Operating Agreement, a member desiring to nominate one or more persons for election as a director must provide the Company with written notice of such member's intent to make such nomination or nominations, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than 120 calendar days before the one year anniversary of the date when the Company's proxy statement was released to the members in connection with the previous year's annual meeting. The deadline for the 2022 annual member meeting is September 15, 2021.

The notice to the Secretary shall set forth: (a) the name and address of record of the member who intends to make the nomination; (b) a representation that the member is a holder of record of units of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (d) a description of all arrangements or understandings between the member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the member; (e) such other information regarding each nominee proposed by such member as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (f) the consent of each nominee to serve as a director of the Company if so elected; and (g) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding membership units and clearly setting forth the proposed nominee as a candidate for the director's seat to be filled at the next election of directors. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company. The presiding officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

The Company solicited nominations for individuals to stand for election at the 2021 Annual Meeting by sending out a newsletter in September 2020 which was distributed to all members. The Company received one proposed nominee other than the incumbent directors running for re-election at the 2021 Annual Meeting. The nominating committee selected each incumbent nominees to stand for election at the 2021 Annual Meeting along with the other individual who applied to the nominating committee.


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Compensation Committees

Leslie Hansen (chairperson), Dave Sovereign and Steve Sukup serve on our executive compensation committee and Jerry Calease, Duane Lynch (chairperson), Dave Sovereign and Dave Reinhart serve on our director compensation committee. Each member of the executive compensation committee is independent under the NASDAQ definition of independence. Each member of the director compensation committee is independent under the NASDAQ definition of independence. The compensation committees do not operate under a charter. Each of the compensation committees held one meeting for the 2020 fiscal year and each member of the compensation committee attended the meeting.

For additional information on the responsibilities and activities of the compensation committees, including the process for determining executive compensation; see the section of this proxy statement entitled "Compensation Discussion and Analysis."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No family relationships currently exist between any of the directors, nominees, officers, or key employees of the Company.

We have engaged in transactions with related parties. The details of these transactions are discussed below.

Chuck Schafer

Chuck Schafer manages a grain elevator from which the Company purchased corn and miscellaneous materials of approximately $33,040,000 during our 2020 fiscal year. Mr. Schafer serves on our Risk Management Committee. The Company believes that these purchases from the grain elevator were on terms no less favorable than the Company could have received from independent third parties. Mr Schafer's interest in the transactions cannot be determined without unreasonable expense.

The Board reviews all transactions with related parties, as that term is defined by Item 404 of SEC Regulation S-K, or any transaction in which related persons have an indirect interest. The Company's Operating Agreement includes a written policy that requires that any such related transaction be made on terms and conditions which are no less favorable to the Company than if the transaction had been made with an independent third party. Further, our Operating Agreement requires our directors to disclose any potential financial interest in any transaction being considered by the Board.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Throughout this proxy statement, the individuals who served as our Chief Executive Officer, Chief Financial Officer, Commodity Manager and Plant Manager are referred to as the "executive officers" or "executives." The executive compensation committee does not operate under a charter.

The executive compensation committee of the Board has responsibility for establishing, implementing and regularly monitoring adherence to the Company's compensation philosophy and objectives. The executive compensation committee ensures that the total compensation paid to the executive officers is fair, reasonable and competitive. Generally, the types of compensation and benefits provided to our principal executive officer are similar in form to the compensation and benefits provided to our other executive officers.

The executive compensation committee:

(1)establishes and administers a compensation policy for senior management;
(2)reviews and approves the compensation policy for all or our employees other than senior management;
(3)reviews and monitors our financial performance as it affects our compensation policies or the administration of those policies;
(4)reviews and monitors our succession plans;
(5)approves awards to employees pursuant to our incentive compensation plans; and
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(6)approves modifications in the employee benefit plans with respect to the benefits salaried employees receive under such plans.

    All of the committee's actions are reported to the Board and, where appropriate, submitted to the Board for ratification. The executive compensation committee meets with each of the executive officers to evaluate their performance and makes recommendations to the Board regarding the executive officers' compensation.

    In setting compensation, the executive compensation committee took into account the member vote at our 2020 annual member meeting called the "Say-on-Pay," where the Company's members overwhelming voted to endorse the Company's system of compensating its executive officers.

Compensation Philosophy and Objectives

Our compensation programs are designed to achieve the following objectives:

Attract, retain and motivate highly qualified and talented executives who will contribute to the Company's success by reason of their ability, ingenuity and industry;
Link compensation realized to the achievement of the Company's short and long-term financial and strategic goals;
Align management and member interests by encouraging long-term member value creation;
Maximize the financial efficiency of the compensation program from tax, accounting, cash flow and dilution perspectives; and
Support important corporate governance principles and comply with best practices.

To achieve these objectives, the executive compensation committee expects to implement and maintain compensation plans that tie a portion of the executives' overall compensation to the Company's financial performance.

Executive Compensation Committee Procedures

The executive compensation committee of the Board is responsible for determining the nature and amount of compensation for the Company's executive officers. In our 2020 fiscal year, the executive compensation committee consisted of three non-employee directors: Leslie Hansen (Chairperson), Steve Sukup and Dave Sovereign.

The executive compensation committee solicits input from the executive officers regarding their personal performance achievements and performs an annual evaluation of the executive officers which is shared with the Board. This individual performance assessment determines a portion of the annual compensation for each executive officer.

In determining the long-term incentive component of the executive officers' compensation, the executive compensation committee will consider all relevant factors, including the Company's performance, the value of similar awards to executive officers of comparable companies, and the awards given to the executive officers in past years. The executive officers are not present at either executive compensation committee or Board level deliberations concerning their compensation.

From time to time, the executive compensation committee may delegate to the Chief Executive Officer the authority to implement certain decisions of the committee or to fulfill administrative duties.

Compensation Components

Base Salary

Base salaries for our executive officers are established based on the scope of their roles, responsibilities, experience levels and performance, and taking into account competitive market compensation paid by comparable companies for similar positions. Base salaries are reviewed approximately annually, and may be adjusted from time to time to realign salaries with market levels after taking into account individual performance and experience.


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Net Income Bonus

2020 Executive Bonus Plan

During the Company's 2015 fiscal year, it established a new Executive Compensation Plan. In addition to the base salaries, the Board approved a cash bonus payable for our 2020 fiscal year to our Chief Executive Officer, Chief Financial Officer, Commodity Manager and Plant Manager shared equally among these four executives. The amount of the bonus is 1% of our net income for the fiscal year as determined by our audited financial statements. The Company believes that the net income bonus is reasonable as it ties the bonus paid to the executive officers to the financial success of the Company and is easily quantified by the Company.
    
For our fiscal year ended October 31, 2020, the Company had net income of approximately $5.8 million and a bonus payment of approximately $59,000. For our fiscal year ended October 31, 2019, the Company had a net loss and as a result paid no executive bonus. For our fiscal year ended October 31, 2018, the Company had net income of approximately $6.4 million and a bonus payment of approximately $64,000. For fiscal year 2020, the net income bonus was paid in cash shortly following our fiscal year end.

Benefits and Perquisites

We do not provide any material executive perquisites. We have no supplemental retirement plans or pension plans and we have no intention of implementing any such plans in our 2021 fiscal year.

No Pension Benefit Plan, Change of Control or Severance Agreements

We offer no pension benefit plans to our executive officers. Our executive officers do not have change of control or severance agreements, which means the Board retains discretion over severance arrangements if it decides to terminate their employment.

Accounting and Tax Treatment of Awards

None of our executive officers, directors, or employees receives compensation in excess of $1,000,000 and therefore the entire amount of their compensation is deductible by the Company as a business expense. Certain large executive compensation awards are not tax deductible by companies making such awards. None of our compensation arrangements are likely to reach this level in the foreseeable future.

Executive Compensation Committee Report

The executive compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the executive compensation committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

                                 Executive Compensation Committee
                                Leslie Hansen, Chair
                                Dave Sovereign
Steve Sukup

Compensation Committee Interlocks and Insider Participation

None of the members of the executive compensation committee is or has been an employee of the Company. There are no interlocking relationships between the Company and other entities that might affect the determination of the compensation of our executive officers.

PEO Pay Ratio

As a result of rules adopted by the SEC, we are disclosing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of our Principal Executive Officer for the fiscal year ended October 31, 2020:

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The median of the annual total compensation of all of our employees (excluding the Principal Executive Officer) was $59,870.
The annual total compensation of our Principal Executive Officer, as reported on our Summary Compensation Table, was $250,000.
Based on this information, the ratio of our Principal Executive Officer's annual total compensation to our median employee was 4.17:1.

Our employee population as of October 31, 2020 (the date we selected to identify our median employee), consisted of 51 individuals, with all of these individuals located in the United States. We identified our median employee based on the annual total compensation paid during the fiscal year ended October 31, 2020, calculated consistent with the disclosure requirements of executive compensation under Item 402(c)(2)(x) of Regulation S-K.

In addition, for purposes of reporting the ratio of annual total compensation of the Principal Executive Officer to the median employee, both the Principal Executive Officer and median employee's total compensation paid during the fiscal year ended October 31, 2020, were calculated consistent with the disclosure requirements of executive compensation under Item 402(c)(2)(x) of Regulation S-K. The Company has not made any of the adjustments permissible by the SEC, nor have any material assumptions or estimates been made to identify the median employee or to determine annual total compensation.
Summary Compensation Table

The following table sets forth all compensation paid or payable by the Company during the last three fiscal years to our Chief Executive Officer, Chief Financial Officer, former Chief Financial Officer, former Executive Vice-President/Commodity Manager and Commodity Manager. As of October 31, 2020, none of our directors or executive officers had any options, warrants, or other similar rights to purchase securities of the Company.
Annual Compensation
Name and PositionFiscal YearSalaryBonusAll Other CompensationTotal Compensation
Brooke Peters, CFO2020$94,680 $— $— $94,680 
Christine Marchand,2020$89,663 — — 89,663 
Former CFO2019147,231 — — 147,231 
2018137,923 21,471 — 159,394 
Scott Gudbaur, Commodity Manager202091,692 — — 91,692 
Chad Kuhlers, CEO2020250,000 — — 250,000 
2019249,231 — — 249,231 
2018243,539 21,471 — 265,010 
Curt Strong,2020110,126 — — 110,126 
Former Executive Vice President2019168,231 — — 168,231 
Commodity Manager2018162,923 21,471 — 184,394 

DIRECTOR COMPENSATION

Director Compensation Committee

Jerry Calease, Duane Lynch, Dave Sovereign and Dave Reinhart serve on our director compensation committee. Each member of the director compensation committee is independent under the NASDAQ definition of independence. The director compensation committee does not operate under a charter. The director compensation committee has direct responsibility with respect to the compensation of members of the Board. The director compensation committee has the overall responsibility for approving and evaluating the Company's director compensation plans, policies and programs. The director compensation committee held one meeting during our fiscal year ended October 31, 2020 and all members of the committee attended the meeting. All of the director compensation committee's actions are reported to the Board and, where appropriate, submitted to the Board for ratification.

Our directors are compensated based on the number of board or committee meetings they attend and are reimbursed for certain out of pocket expenses. Directors receive $2,000 for each board meeting they attend in person and $1,750 for each board meeting they attend by conference call. The chairman of the Board receives $5,000 per month for attendance at the board
17


meeting as well as other additional responsibilities performed by the chairman. In addition, board members receive $500 for each half day meeting they attend, and $1,000 for each full day meeting they attend, including planning and committee meetings. Members of our risk management committee receive $250 per month for their participation in weekly conference calls and members of our public relations committee receive $600 per quarter for their involvement in public relations committee meetings with the chairperson receiving $1,000 per quarter. The table below shows the compensation paid to each of our directors for the fiscal year ended October 31, 2020. Effective for our 2021 fiscal year, all compensation will remain the same.
DIRECTOR COMPENSATION
Annual Compensation
NameFiscal YearFees Earned or Paid in CashAll Other CompensationTotal Compensation
Jim Boeding2020$18,500 $— $18,500 
Marion Cagley20208,100 — 8,100 
Jerry Calease202022,100 — 22,100 
Leslie Hansen202016,250 — 16,250 
Stan Laures202016,750 — 16,750 
Duane Lynch202019,000 — 19,000 
Dustin Petersen20209,500 — 9,500 
Dave Reinhart202019,350 — 19,350 
Roger Shaffer202019,000 — 19,000 
Dave Sovereign202050,550 — 50,550 
Steve Sukup202017,000 — 17,000 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations from our officers and directors, all Section 16(a) filing requirements were complied with during the fiscal year ended October 31, 2020.

ANNUAL REPORT AND FINANCIAL STATEMENTS

The Company's annual report to the Securities and Exchange Commission on Form 10-K, including the financial statements and the notes thereto, for the fiscal year ended October 31, 2020, accompanies this proxy statement.

These proxy materials are being delivered pursuant to the Internet Availability of Proxy Materials rules promulgated by the SEC. The Company will provide each member solicited a printed or e-mail copy of the Proxy Statement, Proxy Card and Annual Report on Form 10-K without charge within three business days of receiving a written request. Members should direct any requests for a printed or e-mail copy of the proxy materials as follows: (i) by calling our office at (641) 423-8525 or toll free at (888) 443-2676; (ii) by written request to Golden Grain Energy, LLC at 1822 43rd Street SW, Mason City, IA 50401; (iii) by e-mail at info@ggecorn.com; or (iv) on our website at http://www.goldengrainenergy.com, on or before February 9, 2021 to facilitate timely delivery. The Company will provide each member solicited a copy of the exhibits to the Annual Report on Form 10-K upon written request and payment of specified fees. The 2020 Annual Report on Form 10-K complete with exhibits and Proxy Statement are also available from the SEC at 6432 General Green Way, Mail stop 0-5, Alexandria, VA 22312-2413, by e-mail at foiapa@sec.gov or fax at (703) 914-2413 or through the EDGAR database available from the SEC's internet site (www.sec.gov).

The Securities and Exchange Commission has approved a rule governing the delivery of annual disclosure documents. The rule allows the Company to send a single Notice of Internet Availability of Proxy Materials to any household at which two or more members reside unless the Company has received contrary instructions from one or more member(s). This practice, known as "householding," is designed to eliminate duplicate mailings, conserve natural
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resources and reduce printing and mailing costs. Each member will continue to receive a separate proxy card. If you wish to receive a separate Notice of Internet Availability of Proxy Materials than that sent to your household, either this year or in the future, you may contact the Company by telephone at (641) 423-8525; by e-mail at info@ggecorn.com; or by written request at Golden Grain Energy, LLC at 1822 43rd Street SW, Mason City, IA 50401 and the Company will promptly send you a separate Notice of Internet Availability of Proxy Materials. If members of your household receive multiple copies of our Notice of Internet Availability of Proxy Materials, you may request householding by contacting the Company by telephone at (641) 423-8525 or by written request at Golden Grain Energy, LLC at 1822 43rd Street SW, Mason City, IA 50401.

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APPENDIX I
FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF
GOLDEN GRAIN ENERGY, LLC

THIS FOURTH AMENDMENT TO THE THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF GOLDEN GRAIN ENERGY, LLC dated February 15, 2007 (the “Operating Agreement”) is adopted and approved effective as of the 22nd day of February, 2021, by the affirmative vote of members holding a majority of the units of Golden Grain Energy, LLC (the “Company”) represented at the Annual Meeting, held on February 22, 2021, at which a quorum was present, pursuant to Sections 8.1 and 6.4 of the Operating Agreement.

The Operating Agreement is amended as follows:

1. Section 7.3(a) of the Operating Agreement (Appointment) is removed in its entirety and is replaced by the following:

7.3    (a)    Appointment. The Chairman of the Board is hereby appointed as the “tax matters partner” (as defined in Code Section 6231 prior to its amendment by the Bipartisan Budget Act of 2015 (“BBA”)) (the “Tax Matters Member”) and the “partnership representative” (the “Partnership Representative”) as provided in Code Section 6223(a) (as amended by the BBA). The Partnership Representative is appointed under Iowa Code § 422.25C to serve as the “state partnership representative,” as provided in Iowa Code § 422.25B, unless the Company designates in writing another person as the state partnership representative pursuant to Iowa Code § 422.25B(3). The Company and the Members hereby expressly and irrevocably agree to apply Iowa Code § 422.25C to all tax years prior to 2020 and the Chairman of the Board is irrevocably appointed the state partnership representative for tax years prior to 2020 by the Company and the Members. The Tax Matters Member or Partnership Representative may resign at any time. The Tax Matters Member or Partnership Representative may be removed at any time by the Board. Upon resignation, death, or removal of the Tax Matters Member or Partnership Representative, the Board will select the successor Tax Matters Member or Partnership Representative.

2. Section 5.7 of the Operating Agreement (Director Actions) is removed in its entirety and is replaced by the following:

5.7 Director Actions. Meetings of the Directors shall be held at such times and places as shall from time to time be determined by the Directors. Meetings of the Directors may also be called by the Chairman of the Company or by any one or more Directors. If the date, time, and place of a meeting of the Directors has been announced at a previous meeting, no notice shall be required. In all other cases, five (5) days’ written notice of meetings, stating the date, time, and place thereof and any other information required by law or desired by the Person(s) calling such meeting, shall be given to each Director. Any Director may waive notice of any meeting. A waiver of notice by a Director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, unless such Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting. Any action required or permitted to be taken by the Directors may also be taken by a written action signed by all of the Directors. The Directors may participate in any meeting of the Directors by means of telephone conference, video conference, or similar means of communication by which all persons participating in the meeting can simultaneously hear and speak with each other. Not less than fifty percent (50%) of the Directors shall constitute a quorum for the transaction of business at any Director’s meeting, provided that a majority thereof shall be Directors elected by Class A and Class B Unit Holders. Each Director shall have one (1) vote at meetings of the Directors. The Directors shall take action by the vote of a majority of all Directors. No Director shall be disqualified from voting on any matter to be determined or decided by the Directors solely by reason of such Director’s (or his/her Affiliate’s) potential financial interest in the outcome of such vote, provided that the nature of such Director’s (or his/her Affiliate’s) potential financial interest was reasonably disclosed at the time of such vote.

3. Section 6.3 of the Operating Agreement (Member Meetings; Quorum and Proxies) is removed in its entirety and is replaced by the following:

6.3 Member Meetings; Quorum and Proxies. Meetings of the Members shall be called by the Directors, and shall be held at the principal office of the Company or at such other place as shall be designated by the person calling the meeting. The Members may participate in any Members meeting by telephone conference, video conference, or other communication if all persons participating can hear and speak with each other. Notice of the meeting, stating the place, day and hour of the meeting, shall be given to each Member in accordance with Section 11.1 hereof at least 10 days and no more than 60 days before the day on which the meeting is to be held. Unit Holders representing an aggregate of not less than twenty-five percent (25%) of the Units may also in writing demand that a meeting of the Members be called by the Directors. Starting in 2003, regular meetings of the Members, one of which the Directors shall designate as the annual meeting of the Members, shall be held not less than once per Fiscal Year, at such time and place as determined by the Directors upon written notice thereof stating the date, time
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and place, given not less than ten (10) days nor more than sixty (60) days prior to the meeting to every Member entitled to vote at such meeting. A Member may waive the notice of meeting required hereunder by written notice of waiver signed by the Member whether given before, during or after the meeting. Attendance by a Member at a meeting is waiver of notice of that meeting, unless the Member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and thereafter does not participate in the meeting. The presence (in person or by proxy or mail ballot) of at least thirty percent (30%) of the Membership Voting Interests is required for the transaction of business at a meeting of the Members. Voting by proxy or by mail ballot shall be permitted on any matter if authorized by the Directors.

I, Stan Laures, do hereby certify that I am the duly elected, qualified, and acting Secretary of the Company, and further certify that the above amendment was duly adopted by members holding a majority of the units of the Company at a meeting of the members held on February 22, 2021, at which a quorum was present, in accordance with the provisions of the Operating Agreement.


            
Stan Laures, Secretary

Approved:


            
David Sovereign, Chairman of the Board
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Golden Grain Energy, LLC 2021 Annual Meeting - Monday, February 22, 2021
For Unit Holders as of January 13, 2021. Proxy Solicited on Behalf of the Board of Directors    

PROPOSAL ONE: ELECTION OF TWO DIRECTORS
**You may vote for TWO nominees**
NomineeForWithhold/Abstain
Jim Boedingoo
Duane Lynchoo
Charles L. Malek Sr.oo


PROPOSAL TWO: AMENDMENT TO THE OPERATING AGREEMENT

THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL

ForAgainstAbstain
ooo


By signing this proxy card, you appoint Steve Sukup and Dave Reinhart, jointly and severally, each with full power of substitution, as proxies to represent you at the 2021 Annual Meeting of the members to be held on Monday, February 22, 2021, and at any adjournment thereof, on any matters coming before the meeting. Please specify your choices by marking the appropriate boxes 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 Friday, February 19, 2021. 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 2021 Annual Meeting. If you do not mark any boxes, your units will be voted FOR the incumbent directors Jim Boeding and Duane Lynch and FOR Proposal Two - the Amendment to the Operating Agreement. If you choose only one nominee, then the proxies will vote your units only for the nominee you chose. If you mark contradicting choices on the proxy card, such as both FOR and WITHHOLD/ABSTAIN for a nominee, or FOR and AGAINST a proposal, your votes will not be counted with respect to the nominee or proposal for whom you marked contradicting choices. However, each fully executed proxy card will be counted for purposes of determining whether a quorum is present at the 2021 Annual Meeting.

Signature:Joint Owner Signature:
Print Name:Print Name:
Date:Date:
Units Owned:

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ABOVE. JOINT OWNERS MUST BOTH SIGN.

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