8-K 1 a8-kreannualmeetingresults.htm 8-K RE 2018 ANNUAL MEETING RESULTS Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): February 20, 2018

CARDINAL ETHANOL, LLC
(Exact name of small business issuer as specified in its charter)
 
Indiana
000-53036
20-2327916
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
1554 N. County Road 600 E, Union City, IN
47390
(Address of principal executive offices)
(Zip Code)
 
(765)-964-3137
(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o

Emerging Growth Company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






Item 5.07 Submission of Matters to a Vote of Security Holders.

Results of 2018 Annual Meeting

On February 20, 2018, Cardinal Ethanol, LLC (the "Company") held its 2018 annual members’ meeting (“2018 Annual Meeting”) to vote on the election of three directors, to conduct a vote on approval of the amendments to sections 5.2 and 5.3(a) of the Operating Agreement, the amendments to section 5.7(b) of the Operating Agreement, the amendments to section 7.4 of the Operating Agreement, and to conduct an advisory vote on executive compensation called “Say-on-Pay.”

Proposal One: Election of Directors

Robert Davis, Cyril LeFevre and Dale Schwieterman were elected by a plurality vote of the members to serve terms which will expire in 2021. The votes for the nominees were as follows:
Nominee Directors
For
Withheld/Abstentions
Robert Davis
4,970
415
Cyril LeFevre
4,632
538
Dale Schwieterman
4,999
490
Troy Prescott
3,442
75

Proposal Two: Approval of the Amendments to Sections 5.2 and 5.3(a) of the Operating Agreement

The amendments to the Operating Agreement were approved by the members. The votes were as follows:
For
 
Against
 
Abstentions
9,290
 
703
 
311

Proposal Three: Approval of the Amendment to section 5.7(b) of the Operating Agreement

The amendment to the Operating Agreement was approved by the members. The votes were as follows:

For
 
Against
 
Abstentions
9,213
 
754
 
326

Proposal Four: Approval of the Amendment to section 7.4 of the Operating Agreement

The amendment to the Operating Agreement was approved by the members. The votes were as follows:

For
 
Against
 
Abstentions
9,431
 
485
 
370

Proposal Five: Advisory Approval of Executive Compensation

The compensation of the Company's executives was approved by the members. The votes were as follows:

For
 
Against
 
Abstentions
8,908
 
712
 
458







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
CARDINAL ETHANOL, LLC
 
 
Date: February 21, 2018
/s/ William Dartt
 
William Dartt, Chief Financial Officer
 
(Principal Financial Officer)