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): December 7, 2018
 
CHS Inc.
(Exact Name of Registrant as Specified in Charter)
 
Commission File Number: 001-36079
 
Minnesota
 
41-0251095
(State or Other Jurisdiction of Incorporation)
 
(IRS Employer Identification No.)
 
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
(Address of Principal Executive Offices) (Zip Code)
 
(651) 355-6000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
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))
 
o   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 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).

Emerging growth company o 

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.o  






Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 7, 2018, at the Annual Meeting (the “Annual Meeting”) of the members of CHS Inc. (“CHS”), each of the following directors was re-elected to the Board of Directors of CHS (the “Board”) for a three-year term: Steve Fritel; David Johnsrud; David Kayser; and Russ Kehl. One new director, David Beckman, was also elected to the Board for a three-year term at the Annual Meeting. The following directors’ terms of office continued after the Annual Meeting: Clinton J. Blew; Dennis Carlson; Scott Cordes; Jon Erickson; Mark Farrell; Alan Holm; Tracy Jones; Randy Knecht; Edward Malesich; Perry Meyer; Steve Riegel; and Daniel Schurr.
Newly-elected director David Beckman succeeds former director Don Anthony, who retired from the Board on December 7, 2018, and will represent CHS members in Region 8, which includes the states of Colorado, Kansas, Nebraska, New Mexico, Oklahoma and Texas. Mr. Beckman has been Chairman of Central Valley Ag Cooperative since 2003 and a director of the Nebraska Cooperative Council since 2012, serving as its Secretary since 2016. In addition, Mr. Beckman was a director of Central Farmers Cooperative from 1997 until 2002, serving as Vice Chairman from 1997 until 1999 and as Chairman from 2000 until 2002, and was a director of Farmers Cooperative Exchange from 1992 until 1996, serving as Vice Chairman from 1994 until 1995 and as Chairman in 1996. With his wife, brother and three sons and their families, Mr. Beckman operates a farm near Elgin, Nebraska that raises irrigated corn and soybeans and operates a custom hog feeding operation. Mr. Beckman also has custom cattle fed at a feed yard in eastern Nebraska and owns a small trucking business that primarily serves the needs of his farming operation. Mr. Beckman holds a bachelor’s degree in agronomy from the University of Nebraska-Lincoln. Mr. Beckman has been appointed to the Board’s Corporate Risk and Government Relations Committees.

Because CHS directors must be active patrons of CHS, or of an affiliated association, transactions between CHS and its directors are customary and expected. Transactions include the sales of commodities to CHS and the purchases of products and services from CHS, as well as patronage refunds and equity redemptions received from CHS. Since September 1, 2017, the value of those transactions between Mr. Beckman (and his immediate family members, which include any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and any person (other than a tenant or employee) sharing their household) and CHS has not exceeded $120,000.

On December 7, 2018, following the Annual Meeting, the Board held its annual re-organizational meeting, at which each of the following Board officers was elected for a one-year term: Daniel Schurr was re-elected Chairman of the Board; Clinton J. Blew was re-elected as First Vice Chairman of the Board; David Johnsrud was re-elected as Secretary-Treasurer of the Board; Jon Erickson was re-elected as Second Vice Chairman of the Board; and Steve Riegel was re-elected as Assistant Secretary-Treasurer of the Board.
Item 7.01.    Regulation FD Disclosure.
On December 11, 2018, CHS issued a press release announcing the results of the election of directors to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01.    Financial Statements and Exhibits.
Exhibit No.
 
Description
 
Press Release dated December 11, 2018






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.
 
 
 
CHS INC.
 
 
 
Date: December 11, 2018
By:
/s/ Timothy Skidmore
 
 
Timothy Skidmore
 
 
Executive Vice President and Chief Financial Officer



Exhibit
Exhibit 99.1


FOR IMMEDIATE RELEASE
For further information,
Contact: Rebecca Lentz
(651) 355-4579
Rebecca.lentz@chsinc.com

CHS Inc. Elects Five Directors and Officers for 2019
    
ST. PAUL, MINN. (Dec. 11, 2018) - CHS Inc. owners have elected a farmer from Nebraska and re-elected four other farmers to serve three-year terms on the board of the nation’s leading farmer-owned cooperative and global energy, grains and foods company.
The elections took place during the 2018 CHS Annual Meeting, held Dec. 7 in Minneapolis. CHS Directors must be full-time farmers or ranchers to be eligible for election to the 17-member board.
Newly elected Director David Beckman of Elgin, Nebraska, succeeds Don Anthony of Lexington, Nebraska, who retired after serving on the board since 2006. Along with his brother and their families, Beckman raises irrigated corn and soybeans and operates a custom hog-feeding operation. He received his bachelor’s degree in agronomy from the University of Nebraska-Lincoln, and he serves as board chairman for Central Valley Ag Cooperative, York, Nebraska, and secretary of the Nebraska Cooperative Council.
Re-elected were Steve Fritel, Rugby, North Dakota, David Johnsrud, Starbuck, Minnesota, David Kayser, Alexandria, South Dakota, and Russ Kehl, Quincy, Washington.
Following the annual meeting, the CHS Board re-elected Dan Schurr, LeClaire, Iowa, to a one-year term as chairman. Other directors selected as officers for 2018 were:
C.J. Blew, Castleton, Kansas, first vice chairman
David Johnsrud, Starbuck, Minnesota, secretary-treasurer
Jon Erickson, Minot, North Dakota, second vice chairman
Steve Riegel, Ford, Kansas, assistant secretary-treasurer

CHS Inc. (www.chsinc.com) is a leading global agribusiness owned by farmers, ranchers and cooperatives across the United States. Diversified in energy, agronomy, grains and foods, CHS is committed to helping its customers, farmer-owners and other stakeholders grow their businesses through its domestic and global operations. CHS supplies energy, crop nutrients, grain marketing services, animal feed, food and food ingredients along with financial and risk management services. The company operates petroleum refineries/pipelines and manufactures, markets and distributes Cenex® brand refined fuels, lubricants, propane and renewable energy products.
This document and other CHS Inc. publicly available documents contain, and CHS officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Report Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on CHS current beliefs, expectations and assumptions regarding the future of its businesses, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of CHS control. CHS actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause CHS actual results and financial condition to differ materially from those indicated in the forward-looking statements are discussed or identified in CHS public filings made with the U.S. Securities and Exchange Commission, including in the "Risk Factors" discussion in Item 1A of CHS Annual Report on Form 10-K for the fiscal year ended August 31, 2018. Any forward-looking statements made by CHS in this document are based only on information currently available to CHS and speak only as of the date on which the statement is made. CHS undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.