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 6, 2019
 
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
8% Cumulative Redeemable Preferred Stock
CHSCP
The Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 1
CHSCO
The Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2
CHSCN
The Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3
CHSCM
The Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 4
CHSCL
The Nasdaq Stock Market LLC
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 6, 2019, 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: Mark Farrell, Alan Holm and Steve Riegel. Two new directors, Hal Clemensen and Kevin Throener, were 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: David Beckman, Clinton J. Blew, Scott Cordes, Jon Erickson, Steve Fritel, David Johnsrud, Tracy Jones, David Kayser, Russell Kehl, Edward Malesich, Perry Meyer and Daniel Schurr.
Newly-elected director Hal Clemensen succeeds former director Randy Knecht, who retired from the Board on December 6, 2019, and will represent CHS members in Region 4, which covers the state of South Dakota. Mr. Clemensen has been the President of the Board of Directors of Agtegra Cooperative since its formation in 2018. Mr. Clemensen was the President of South Dakota Wheat Growers Association from 2005 until its merger with North Central Farmers Elevator in 2018, was its Secretary from 2002 to 2005 and was a Director of South Dakota Wheat Growers Association from 1997 to 2002. Mr. Clemensen was a Director and is an active member of South Dakota Soybean Association and is an active member of South Dakota Corn Growers. Mr. Clemensen was named the Farm Cooperative Director of the Year in 2015 by the National Council of Farmer Cooperatives. Mr. Clemensen operates a farm near Conde, South Dakota that raises corn, soybeans and wheat. Mr. Clemensen holds a Bachelor of Science degree in Agricultural Economics and Agricultural Business from South Dakota State University. Mr. Clemensen has been appointed to the Board’s Government Relations Committee and the Board’s Corporate Risk Committee.

Newly-elected director Kevin Throener succeeds former director Dennis Carlson, who retired from the Board on December 6, 2019, and will represent CHS members in Region 3, which covers the state of North Dakota. Mr. Throener has been a Director of CHS Dakota Plains Ag since 2014 and has been the Vice President of the Sargent County Farmers Union Board of Directors since 2007. Mr. Throener has served on the Cogswell, North Dakota Volunteer Fire Department since 1997 and was its Fire Chief from 2010 to 2018. Mr. Throener operates a farm near Cogswell, North Dakota that raises corn, soybeans and alfalfa and operates a feed lot and a cow/calf business. Mr. Throener studied Agricultural Systems Management at North Dakota State University. Mr. Throener has been appointed to the Board’s Governance Committee and to the CHS Foundation Board of Trustees.
For a description of the compensatory plans and arrangements to which Messrs. Clemensen and Throener are a party, or in which they participate, as a result of their election to the Board, please see the “Director Compensation” section in Item 11, Executive Compensation, of CHS’s Annual Report on Form 10-K for the year ended August 31, 2019, which CHS filed with the Securities and Exchange Commission on November 6, 2019.

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, 2018, the value of those transactions between Mr. Clemensen (and his respective 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 his household) and CHS has not exceeded $120,000. Since September 1, 2018, the value of those transactions between Mr. Throener (and his respective 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 his household) and CHS equaled approximately $4,845,000.

On December 6, 2019, 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; Russell Kehl was 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 10, 2019, 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 10, 2019






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 10, 2019
 
By:
 
/s/ Angela Olsonawski
 
 
 
 
Angela Olsonawski
 
 
 
 
Senior Vice President, Interim Chief Financial Officer and Corporate Treasurer



Exhibit
EXHIBIT 99.1

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

CHS Inc. Owners Elect Five Board Members During Annual Meeting
Officers of board also elected by board peers following Annual Meeting

ST. PAUL, MINN. (Dec. 10, 2019) - CHS Inc. owners elected five board members to three-year terms during the cooperative’s 2019 Annual Meeting held Dec. 5-6 in Minneapolis. CHS Inc. is the nation’s largest cooperative and a leading global agribusiness company owned by farmers, ranchers and cooperatives across the United States.

Newly elected to three-year terms are:
Hal Clemensen succeeds former director Randy Knecht, who retired from the CHS board of directors on Dec. 6. Clemensen represents Region 4, covering South Dakota, and has been the president of the Board of Directors of Agtegra Cooperative since its formation in 2018. He was president of the South Dakota Wheat Growers Association from 2005 until its merger with North Central Farmers Elevator in 2018. He is a past director and is an active member of the South Dakota Soybean Association and an active member of South Dakota Corn Growers. In 2015, the National Council of Farmer Cooperatives named him Farmer Cooperative Director of the year. He raises corn, soybeans and wheat near Conde, South Dakota. He holds a Bachelor of Science in Agricultural Economic and Agricultural Business from South Dakota State University. Clemensen was appointed to the Board’s Government Relations and Corporate Risk committees.
Kevin Throener succeeds former director Dennis Carlson, who retired from the board on Dec. 6, and represents Region 3, which covers North Dakota. Throener has been a director of CHS Dakota Plains Ag since 2014 and served as vice president of the Sargent County Farmers Union Board of Directors since 2007. He has also served on the Cogswell, North Dakota Volunteer Fire Department since 1997 and was its chief from 2010 to 2018. Throener raises corn, soybeans and alfalfa and operates a feed lot and cow/calf business near Cogswell, North Dakota. Throener and his wife Ronda are first-generation farmers who built their operation from the ground up. He studied Agricultural Systems Management at North Dakota State University. He was appointed to the Board’s Governance Committee and the CHS Foundation Board of Trustees.





Reelected to three-year terms are:
Mark Farrell, who operates a corn, soybean and wheat farm in Dane County, Wisconsin, representing Region 5.
Alan Holm, who operates a corn, soybean, sweet corn, peas and hay operation and has a cow-calf herd near Sleepy Eye, Minnesota, representing Region 1.
Steve Riegel, who raises corn, soybeans, alfalfa, dryland wheat and milo near Ford, Kansas, representing Region 8.

Following the Annual Meeting, the board held its annual re-organization meeting. Each of the following board members was elected to one-year officer terms:
Dan Schurr, chair.
C.J. Blew, first vice chair.
Jon Erickson, second vice chair.
Russ Kehl, secretary-treasurer.
Steve Riegel, 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 creating connections to empower agriculture, helping its farmer-owners, customers and other stakeholders grow their businesses through its domestic and global operations. CHS supplies energy, crop nutrients, seed, crop protection products, grain marketing services, production and agricultural services, animal nutrition products, foods and food ingredients, and risk management services. The company operates petroleum refineries and pipelines and manufactures, markets and distributes Cenex® brand refined fuels, lubricants, propane and renewable energy products.

This document and accompanying oral presentation contain and other CHS Inc. internally and 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 place undue reliance 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 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, 2019. 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 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 except as required by applicable law.