UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(date~~ACT ofOF ~~earliest event reported): August 28, 2012~~1934

~~Minn-Dak~~Date ~~Farmers~~of ~~Cooperative~~Report (date of earliest event reported): October 17, 2012

(Exact name of Registrant as Specified in its Charter)

Minn-Dak Farmers Cooperative
(Exact name of Registrant as Specified in its Charter)

	North Dakota
(State Or Other Jurisdiction Of Incorporation)

33-94644		23-7222188
(Commission File Number)		(I.R.S. Employer Identification No.)

7525 Red River Road Wahpeton, ND		58075
(Address Of Principal Executive Offices)		(Zip Code)

	(701) 642-8411
Registrant’s Telephone Number, Including Area Code

North Dakota

(State Or Other Jurisdiction Of Incorporation)

33-94644	23-7222188
(Commission File Number)	(I.R.S. Employer Identification No.)
7525 Red River Road Wahpeton, ND	58075
(Address Of Principal Executive Offices)	(Zip Code)

(701) 642-8411

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 (see General Instruction A.2. below):

☐ o 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))

~~Item~~o Soliciting ~~5.02~~material ~~Departure~~pursuant ofto ~~Directors~~Rule or14a-12 ~~Certain~~under ~~Officers;~~the ~~Elections~~Exchange ~~of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Act

~~On August 28, 2012, Minn~~o Pre-~~Dak~~commencement ~~Farmers~~communications ~~Cooperative~~pursuant ~~(the~~to ~~“Company”) and~~Rule ~~David H. Roche, the Company’s Chief Executive Officer, executed a renewal agreement~~ 14d-2(~~the “Renewal”~~b) tounder ~~his existing Amended and Restated Employment Agreement with~~ the ~~Company~~Exchange ~~dated August 27, 2009 (the “Employment Agreement”).~~Act

~~Under the terms of the Renewal, the term of the Employment Agreement was extended for an additional one~~o Pre-~~year~~commencement ~~period~~communications topursuant ~~August 31, 2013 and Mr. Roche’s annual base salary was increased~~ to ~~$390,300.00 for~~Rule ~~the one one~~13e-~~year period ended August 31, 2013. The Renewal also operated as an amendment to Section~~ 4(c) A.under of the ~~Employment Agreement,~~Exchange ~~which deals with the determination of the Compensation. No other provisions of the Employment Agreement were changed.~~Act

~~The~~Items ~~above~~under ~~summaries~~Sections of1 ~~the~~through ~~Renewal~~4 and ~~the~~6 ~~Employment~~through ~~Agreement~~9 doare not ~~purport to~~applicable ~~be complete~~ and ~~are~~therefore ~~subject to and qualified in their entirety by reference to the respective texts of the Employment Agreement and the Renewal~~omitted. The Employment Agreement is included as Exhibit 10(r) to the Company’s Annual Report on Form 10-K for the year ended August 31, 2009 and is incorporated by reference into this Item 5.02. The Renewal will be included as an exhibit to the Company’s Annual Report on Form 10-K for the year ended August 31, 2012.

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

On ~~August~~October 2817, 2012, ~~the~~Minn-Dak ~~Board~~Farmers ofCooperative ~~Directors of~~ (the “Company”) ~~approved~~held a ~~$70.3 million~~Special ~~capital~~Meeting ~~investment~~of Shareholders to ~~add~~allow ~~Molasses~~its ~~De-sugarization~~shareholders to consider and ~~expand~~vote ~~its~~on ~~sugar~~a ~~loading~~proposal ~~facilities~~to atauthorize the Company to terminate its ~~plant~~reporting inunder ~~Wahpeton~~the Securities Exchange Act of 1934, ~~North Dakota.~~as ~~Construction~~amended is(the ~~expected~~“Exchange toAct”). The ~~begin~~Special Meeting was called in connection with the September 24, 2012 ~~and~~no-action isletter ~~expected~~provided to bethe ~~completed~~Company inby ~~September~~the ~~2014~~staff of the Securities and Exchange Commission (the “Commission”).

~~The~~Of ~~financing~~the ~~required~~479 ~~for~~shareholders entitled to vote at the ~~$70~~Special Meeting, 140 shareholders were present at the Special Meeting.3 As ~~million~~to ~~capital~~the ~~investment~~proposal isto ~~anticipated~~ authorize the Company to beterminate areporting ~~combination~~under the Exchange Act, 138 shareholders voted in favor of ~~third-party~~the ~~debt~~proposal, ~~and~~0 ~~shareholder~~shareholders ~~unit~~voted ~~retains~~against the proposal, and ~~patronage~~0 shareholders abstained from voting. Accordingly, the Company’s shareholders authorized the Company to terminate its reporting under the Exchange Act.

~~Molasses~~Following ~~De-sugarization~~the isSpecial aMeeting, ~~proven~~the ~~technology~~Company ~~that~~will ~~extracts~~take ~~saleable~~the ~~granulated sugar~~necessary ~~from~~remaining steps to terminate its reporting under the ~~sugarbeet~~Exchange coAct consistent with the September 24, 2012 no-~~product~~action ~~molasses~~letter, which includes the filing of a Form 15 with the Commission.

~~SIGNATURE~~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.

MINN-DAK FARMERS COOPERATIVE By: /s/ David H. Roche David H. Roche ~~President and~~ Chief Executive Officer

Date: ~~August~~ October 3017, 2012

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