ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On
Pursuant to the Minnesota Revised Uniform Limited Liability Company Act set forth in Chapter 322C of the Minnesota Statutes and the Company's member control agreement, the merger proposal required the approval of the majority in interest of the Company's members. As of the record date for the special meeting, there were 77,932,107 units of the Company issued and outstanding. Pursuant to the Company's member control agreement, only members may vote at the Special Meeting. In order to be considered a member, a unitholder must hold a minimum of 2,500 units. As of the record date for the Special Meeting, there were 67 non-member unitholders who owned an aggregate of 35,988 units. Therefore, the total number of outstanding units held by voting members as of the record date for the Special Meeting was 77,896,119 units. Accordingly, the affirmative vote of 38,948,060 member units were required to authorize and adopt the Merger Agreement and Plan of Merger. A total of 58,939,097 membership units, including units controlled by GFE, were voted for merger proposal.
Additionally, pursuant to the Merger Agreement, the merger must be approved by a majority of the minority ownership interest. As of the record date for the Special Meeting, the minority ownership interest comprised 38,456,283 units. A majority of the minority ownership interest is 19,228,142 units. A total of
19,463,273 membership units held by the minority ownership interest were voted for the proposal to authorize and adopt the Merger Agreement and Plan of Merger.
Of the Company's 77,896,119 membership units issued, outstanding and entitled to
vote at the Special Meeting, 61,946,086 membership units, or 79.5% of the total
membership units, were present either in person or by proxy. As a result, a
quorum was present to conduct business at the Special Meeting. At the Special
Meeting, a majority in interest of the Company's members, and a majority of the
minority ownership interest listed on the Company's records at the close of
business on
The final results for the votes regarding the approved proposal are set forth in the following table.
1. Adoption of the Merger Agreement and the transaction contemplated thereby.
Votes For Votes Against Votes Withheld/Abstaining
58,939,097 3,006,989 15,950,033 ITEM 8.01 - OTHER EVENTS
On
Agreement and Plan of Merger, which were filed with the
ITEM 9.01 - Financial Statements and Exhibits
(a)None. (b)None. (c)None. (d)Exhibits. Exhibit No. Description 2.1 Plan of Merger betweenGranite Heron Merger Sub, LLC , andHeron Lake BioEnergy, LLC , datedMarch 24, 2021 * 10.1 Merger Agreement betweenGranite Falls Energy, LLC , andHeron Lake BioEnergy, LLC , datedMarch 24, 2021 * 99.1 Definitive Proxy Statement ofHeron Lake BioEnergy, LLC filedAugust 19, 2021 ** 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Incorporated by refence to the Company's Form 8-K filed with the
** Incorporated by reference to the Company's Definitive Proxy Statement filed
with the
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