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): ~~December~~June 2916, ~~2021~~2022

LINCOLNWAY ENERGY, LLC

(Exact name of registrant as specified in its charter)

Iowa

000-51764

20-1118105

(State or other jurisdiction of incorporation )

(Commission File Number)

(I.R.S. Employer Identification No.)

59511 W. Lincoln Highway

Nevada

50201

(Address of principal executive offices)

(Zip Code)

515-232-1010

(Registrant's telephone number, including area code)

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:


☐			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: None


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

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).

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 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders

On ~~December~~June 2916, ~~2021~~2022, ~~the~~Lincolnway ~~Company~~Energy, ~~commenced~~LLC ~~distribution~~(“LWE”) held an annual meeting of athe ~~letter~~members ~~announcing~~of LWE (the “Annual Meeting”). Pursuant to the proxy statement filed by LWE, the following five proposals were presented at the Annual Meeting for a ~~distribution~~vote by the members: (1) adoption of ~~approximately~~the ~~$5.~~proposed Fifth Amended and Restated Operating Agreement of the Company; (2) ~~million~~reclassification of LWE’s units into Class A, ~~equal~~Class toB, ~~$50~~Common, ~~per~~Class ~~membership~~C, ~~unit~~and Class D Units for ~~unit-holders~~the purpose of ~~record~~suspending asLWE’s reporting obligations under the Securities Exchange Act of ~~December~~1934; ~~23,~~(3) ~~2021. The~~to ~~Company~~adjourn ~~anticipates~~or ~~paying~~postpone the ~~distribution~~meeting, onif necessary or ~~before~~appropriate, ~~January~~for 10the purpose, ~~2022. A~~among ~~copy~~others, of soliciting additional proxies if there are not sufficient votes at the ~~letter~~time isof ~~included~~the Annual Meeting to approve the matters under consideration; (4) Election of two (2) Common Directors; and (5) Ratify the appointment of RSM US LLP as anour ~~exhibit~~independent toregistered ~~this~~public ~~report~~accounting firm for the fiscal year ending September 30, 2022. Due to the passage of Proposals 1, 2, 4 and 5, the outcome of voting of Proposal 3 was irrelevant.

~~Pursuant~~Of to the ~~rules and regulations of the Securities and Exchange Commission~~105,122 ~~the~~LWE ~~exhibit~~units ~~and~~that ~~the~~were ~~information~~outstanding ~~set~~as ~~forth therein and herein shall not be deemed to be filed for purposes~~ of ~~Section~~May ~~18 of the Securities Exchange Act of 1934~~4, as2022 ~~amended~~ (the ~~“Exchange~~record ~~Act”~~date), ~~and~~77,848 ~~shall~~units ~~not~~were berepresented ~~deemed~~in toperson beor ~~incorporated~~ by ~~reference~~proxy inat ~~any~~the ~~filing~~Annual ~~under~~Meeting. ~~the~~The ~~Securities~~result ~~Act~~ of ~~1933,~~the asvoting ~~amended,~~on oreach ~~the~~proposal ~~Exchange~~was ~~Act, except~~ as ~~shall be expressly set forth by specific reference in such a filing.~~follows:

~~Item~~Proposal 1~~.01~~: Amend ~~Entry~~and ~~into~~Restate aour ~~Material~~Fourth ~~Definitive~~Amended and Restated Operating Agreement

OnProposal ~~December~~to 29approve, ~~2021, Lincolnway Energy, LLC (~~the ~~"Company")~~proposed ~~entered~~Fifth ~~into~~Amended aand ~~Unit~~Restated ~~Appreciation~~Operating ~~Rights~~ Agreement (the "Proposed Operating Agreement") ~~with~~to ~~Seth~~provide ~~Harder,~~for ~~the~~five ~~Company's~~separate ~~CEO. The Agreement formalized a prior agreement between the Company~~ and ~~Mr.~~distinct ~~Harder~~classes ~~regarding a grant~~ of ~~unit appreciation rights tied to 500 of the Company's membership~~ units. ~~The~~ Agreement is not an actual grant of equity in the Company but is compensation related to the increased value of the Company's units over time. The effective date of the unit appreciation rights grant is November 25, 2020. Mr. Harder is entitled to the increased value of the Company's units in excess of $118.91 per unit. In addition, Mr. Harder is entitled to receive 80% of the value of any distribution paid per unit to the Company's equity holders.

The unit appreciation rights vest over a period of four years, starting on November 25, 2020. The unit appreciation rights that are not vested will lapse if Mr. Harder's employment with the Company is terminated for cause. The unit appreciation rights expire on November 25, 2030 unless they are exercised before that time.


For	Against	Abstentions	Broker Non Votes
77,033.50	739	75	0

~~Item~~Proposal ~~9.01~~2: ~~Financial~~Reclassify ~~Statements~~the ~~and~~Company's ~~Exhibits~~Units

~~(a) None~~Proposal to approve the reclassification of our units into Common, Class A, Class B, Class C, and Class D Units for the purpose of discontinuing the registration of our units under the Securities Exchange Act of 1934.

(b) None


For	Against	Abstentions	Broker Non Votes
77,034.50	710	103	0

~~(c) None~~Proposal 3: Adjournment or Postponement

~~(d) Exhibits~~Proposal to Adjourn or postpone the Annual Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the matters under consideration.

Exhibit No.	Description
For	Against	Abstentions	Broker Non Votes
99.1	Letter to Lincolnway Energy, LLC Members Regarding Distribution
76,918.50	876	53	0
104	The cover page for this Current Report on Form 8-K, formatted in Inline XBRL

Proposal 4: Vote on Election of Directors

Proposal to elect two director nominees identified below to serve until the 2025 Annual Meeting of Members for Mr. Taylor and the 2024 Annual Meeting of Members for Mr. Couser, or until their successors shall be elected and qualified.


Director Nominee	For	Withhold
William Couser	21,019.50	680
Jeff Taylor	20,798.50	442

Proposal 5: Vote on Ratification of the Independent Registered Public Accountant

Proposal to ratify the selection of RSM US LLP to act as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2022.


For	Against	Abstentions	Broker Non Votes
77,531.50	316	0	0

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 thereunto duly authorized.

			LINCOLNWAY ENERGY, LLC
Date: December 30, 2021			/s/ Jeff Kistner
Date: June 21, 2022			/s/ Jeff Kistner
			Jeff Kistner
			Interim Chief Financial Officer

Filing Compare · Lincolnway Energy, LLC