regi-20220517

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 17, 2022

______________________________________

Renewable Energy Group, Inc.

(Exact name of registrant as specified in its charter)

______________________________________


Delaware	001-35397	26-4785427
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


416 South Bell Avenue	Ames	Iowa	50010
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (515) 239-8000

_______________________

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


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			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
Common Stock, par value $.0001 per share	REGI	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 ☐

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Delbert Christensen

As disclosed in the Renewable Energy Group, Inc. (the "Company") Definitive Proxy Statement dated April 5, 2022, Mr. Christensen did not stand for re-election and retired on May 17, 2022, when his term expired at the 2022 Annual Meeting of Stockholders (the "Annual Meeting").

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

As of March 21, 2022, the record date for the Annual Meeting, there were 50,390,403 shares of the Company's Common Stock issued and outstanding. At the Annual Meeting, a total of 45,030,791 shares of the Company's Common Stock were present in person or by proxy, representing 89.36% of the total number of shares outstanding and entitled to vote at the Annual Meeting and a quorum for all matters before the Stockholders as required by the Company's Amended and Restated Bylaws.

The number of votes cast for and against, as well as abstention votes and broker non-votes, as applicable, with respect to each proposal presented at the Annual Meeting was as follows:

Proposal No. 1 - Adoption of the Merger Agreement

The Stockholders approved the adoption of the Agreement and Plan of Merger, dated as of February 27, 2022 (the "Merger Agreement"), by and among Chevron Corporation, Cyclone Merger Sub Inc. and Renewable Energy Group, Inc. as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
40,768,257	148,569	83,194	4,030,771

Proposal No. 2 - Approval on an advisory (non-binding) basis certain compensation arrangements for the company's named executive officers in connection with the Merger.

The Stockholders approved, on an advisory, non-binding basis, the certain compensation arrangements paid to the Company's named executive officers in connection with the merger of the Company and Cyclone Merger Sub Inc. as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
40,437,054	398,896	164,070	4,030,771

Proposal No. 3 - Election of Directors

The Stockholders elected three directors to the Company's Board of Directors, each for a three-year term as follows:


	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Randolph L. Howard	37,128,622	3,737,335	134,063	4,030,771
Debora M. Frodl	39,015,213	1,848,899	135,908	4,030,771
Dylan Glenn	40,671,212	192,428	136,380	4,030,771

Proposal No. 4 - "Say-On-Pay" Advisory Vote on the Executive Compensation

The Stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company's named executive officers as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
40,095,531	773,027	131,462	4,030,771

Proposal No. 5 - Ratification of the Appointment of Deloitte and Touche LLP as Our Independent Registered Public Accounting Firm for 2022.

The Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 as follows:


FOR	AGAINST	ABSTAIN
44,497,051	436,698	97,042

Proposal No. 6 - Approval of the adjournment of the Annual Meeting, if necessary, to continue to solicit additional proxies to adopt the Merger Agreement.

The Stockholders approved the proposal to adjourn the Annual Meeting, if necessary, to continue to solicit additional proxies to adopt the Merger Agreement as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
36,161,085	4,741,276	97,659	4,030,771

However, because the proposal to adopt the Merger Agreement was approved, the adjournment of the Annual Meeting was not necessary to continue to solicit additional proxies and, accordingly, the Annual Meeting was not adjourned.

The information in this Form 8-K, including the press release furnished as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Merger Approval Press Rele ase

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Dated: May 17, 2022


			RENEWABLE ENERGY GROUP, INC.


			By:			/s/ R. Craig Bealmear
						R. Craig Bealmear
						Chief Financial Officer

Document

Exhibit 99.1

Stockholders Approve Renewable Energy Group, Inc.’s Definitive Agreement to be Acquired by Chevron Corporation

Ames, Iowa – May 17, 2022 – Renewable Energy Group, Inc. (“REG”) (Nasdaq: REGI), a leading bio-based diesel producer in North America, announced that its stockholders voted to adopt the previously announced definitive agreement (the “Merger Agreement”), in which REG will be acquired by Chevron Corporation (“Chevron”) (NYSE: CVX) (the “Merger”), one of the world’s leading energy companies. At the May 17 annual meeting, REG stockholders adopted the Merger Agreement with more than 80% of the shares outstanding and entitled to vote voting in favor of the Merger. REG expects to file with the Securities and Exchange Commission a Current Report on Form 8-K disclosing the final voting results.

“We are pleased with the outcome of today’s shareholder vote, which is a key step to closing the transaction. After the transaction is complete, we believe the organization will continue delivering the sustainable fuels that our customers and the world need,” said CJ Warner, REG CEO & President.

The Merger is expected to close mid-year 2022, subject to customary closing conditions, including the receipt of regulatory approvals.

About Renewable Energy Group, Inc.

REG is leading the energy and transportation industries’ transition to sustainability by converting renewable resources into high-quality, sustainable fuels. REG is an international producer of sustainable fuels that significantly lower greenhouse gas emissions to immediately reduce carbon impact. REG utilizes a global integrated procurement, distribution, and logistics network to operate 11 biorefineries in the U.S. and Europe. In 2021, REG produced 480 million gallons of cleaner fuel delivering 4.1 million metric tons of carbon reduction. REG is meeting the growing global demand for lower-carbon fuels and leading the way to a more sustainable future.

About Chevron Corporation

Chevron is one of the world’s leading integrated energy companies. Chevron believes affordable, reliable and ever-cleaner energy is essential to achieving a more prosperous and sustainable world. Chevron produces crude oil and natural gas; manufactures transportation fuels, lubricants, petrochemicals and additives; and develops technologies that enhance its business and the industry. Chevron is focused on lowering the carbon intensity in its operations and seeking to grow lower carbon businesses along with is traditional business lines. More information about Chevron is available at www.chevron.com.

Cautionary Statements Regarding Forward-Looking Information

This announcement contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when REG or its management is discussing its beliefs, estimates or expectations. Such statements generally include the words “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “estimates,” “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. These statements are not historical facts or guarantees of future performance but instead represent only the beliefs of REG and its management at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors, many of which are outside REG’s control. Actual results and outcomes may differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger disrupts REG’s current plans and operations or diverts management’s attention from its ongoing business; (3) the effect of the announcement of the Merger on the ability of REG to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (4) the effect of the announcement of the Merger on REG’s operating results and business generally; (5) the amount of costs, fees and expenses related to the Merger; (6) the risk that REG’s stock price may decline significantly if the Merger is not consummated; (7) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against REG and others; (8) other factors that could affect REG’s business such as, without

limitation, the availability, future price, and volatility of feedstocks, petroleum and products derived from petroleum; changes in governmental programs and policies requiring or encouraging the use of biofuels; availability of federal and state governmental tax incentives and incentives for bio-based diesel production; changes in the spread between bio-based diesel prices and feedstock costs; the potential impact of COVID-19 on our business and operations; any disruption of operations at our Geismar renewable diesel refinery (which would have a disproportionately adverse effect on our profitability); the unexpected closure of any of our facilities; the effect of excess capacity in the bio-based diesel industry and announced large plant expansions and potential co-processing of renewable diesel by petroleum refiners; unanticipated changes in the bio-based diesel market from which we generate almost all of our revenues; and seasonal fluctuations in our operating results; technological advances or new methods of bio-based diesel production or the development of energy alternatives to bio-based diesel; and (9) other risks to consummation of the proposed Merger, including the risk that the proposed Merger will not be consummated within the expected time period or at all.

If the proposed transaction is consummated, REG’s stockholders will cease to have any equity interest in REG and will have no right to participate in its earnings and future growth. Certain of these and other factors are identified and described in more detail in REG’s Annual Report on Form 10-K for the year ended December 31, 2021 as well as REG’s subsequent filings and is available online at www.sec.gov. Readers are cautioned not to place undue reliance on REG’s projections and other forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, REG undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information:

Investor Contacts:

Roderick Green

Chevron

invest@chevron.com

Todd Robinson

REG

515-766-8906

Media Contacts:

Tyler Kruzich

Chevron

925-549-8686

tkruzich@chevron.com

Katie Stanley

REG

515-357-8095