Annual Meeting of Stockholders
June 2, 2026
Introduction and voting instructions
This proxy statement is prepared for the solicitation of proxies by the Board of Directors of Wheatbelt Inc., a North Dakota Corporation, for use at the 2026 annual meeting of stockholders. These proxies will be used by the Board of directors to conduct the election of directors and any other business that is included on the proxy.
Voting Information
Who may vote? You may vote if you owned shares of the Company’s Common or Preferred Stock at the close of business on December 31, 2025. You are entitled to one vote for each share you owned on that date on each matter presented in the proxy.
What am I voting on? You will be voting on the following:
The election of four directors; and
Any other matters properly included in the proxy.
Can I vote at the Meeting? Yes but you will need to rescind your proxy vote.
Is my vote confidential? Yes. Your proxy form, is only available to Wheatbelt corporate.
Who counts the votes? The recording secretary of the corporation will tabulate the results of the proxy votes returned to the corporation. These votes will be reported to the secretary and entered into the record for the election.
Can I revoke my proxy? Yes. You can revoke your proxy by:
Filing written notice of revocation with Wheatbelt Inc.’s Corporate Secretary before the deadline for voting or Signing a proxy bearing a later date.
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What vote is required to pass an item of business? The holders of the majority of the outstanding shares of Common Stock and Preferred Stock must be represented by proxy to hold the meeting. Except for the election of directors, each proposal in this Proxy statement will be approved if it receives a majority of the votes present, either in person or by proxy, at the Meeting. The election of directors is somewhat different: The candidates recommended by the board who have a majority of the votes will be elected. If a candidate has enough votes withheld to keep them from getting a majority of the votes needed they will not be elected to the Board.
Election of Directors
The nominating committee considers candidates to serve on the Board from suggestions received from stockholders, other Board members, management, and other persons associated with the membership. The nominating committee can be comprised of Board members or non-board members who are stockholders or a combination of both. This year’s committee included the officers and directors of the corporation.
In determining qualified candidates, the committee uses the following guidelines:
1.) Candidate must have ownership in a member store for a reasonable length of time or be an officer of the member entity.
2.) Candidate must operate a successful business.
3.) Candidate must be willing to invest the time and make the commitment needed to fulfill the responsibility that he has taken.
4.) Candidate must have knowledge of the Wheatbelt organization and the ability and interest to represent Wheatbelt in a positive manner.
5.) Candidate must work for Wheatbelt as a group and not use his position for the promotion of his specific business enterprise.
It is the responsibility of the Nominating Committee to contact and secure the commitment of all nominees prior to their recommendation.
THE FOLLOWING DIRECTORS TERMS WILL EXPIRE IN 2026
Robert Huffman-Ft Madison, IA–Tom Rechtiene-Wentzville, MO–Justin Crowther-Hermiston, OR–Marty Colman, Lebanon, MO
THE FOLLOWING DIRECTORS TERMS EXPIRE IN 2027
Bart Keller – Falls City, NE–Kelly Voss, Breckenridge, MN–Mark Malone—Lewistown, MT
THE FOLLOWING DIRECTORS TERMS EXPIRE IN 2028
Sam Bugarsky – Mt. Angel, OR –Artie Johnson – Seneca, WI
Nominees for Director
The Board, upon recommendation of its nominating committee, has recommended the following member names be placed for nomination:
Justin Crowther – Hermiston, OR
Ellen Henry – Cimarron, KS
Robert Huffman Jr – Ft Madison, IA
Tom Rechtiene – Wentzville, MO
Board Nominees for 2026 Board of Directors
Justin Crowther – Hermiston, OR
Justin is the General Manager of Northwest Farm Supply in Hermiston, OR. Justin is another second generation owner with his father Nathan. Justin grew up in the business and became full time at the store after graduating from BYU Idaho in Rexburg graduating with a BS degree in Business Management. Justin has been a key in the company’s expansion over the last 4 years with retail stores in Prosser and Othello, WA. Justin and his father also own two other businesses in Hermiston. Premier Northwest trailers is a manufacturer of flat bed and custom trailers and Nutritional Services LLC is a feed manufacturing plant that they acquired five years ago. Justin has five children and he resides in Hermiston, OR.
Ellen Henry – Cimarron, KS
Ellen Henry serves as Purchasing Agent and Part Owner of her family’s businesses, Blattner Feedlot Construction and Blattner Farm and Ranch, where she has spent the past eight years helping lead operations and strategic growth. In her role, she oversees purchasing, vendor relations, strategic sourcing, customer development, and operational initiatives across both the manufacturing and retail divisions. Ellen has played an instrumental role in expanding operations, strengthening vendor partnerships, and driving continued business development within the organizations.
Prior to joining the family business, Ellen earned her degree in Education and taught for five years, including four years in Cimarron, Kansas. Her background in education provided a strong foundation in leadership, communication, and organizational development—skills that continue to support her in her business and community leadership roles.
Deeply rooted in agriculture and rural economic development, Ellen brings a unique perspective that combines entrepreneurship, business operations, education, and community engagement. She is passionate about supporting initiatives that strengthen businesses, develop future leaders, and create opportunities for long-term rural growth.
Ellen and her husband, Kade, are proud to raise their family in southwest Kansas and remain committed to investing in the future of their community.
Robert Huffman Jr. – Ft. Madison, IA
Robert (Bob) is a second-generation owner of three Wheatbelt stores in southeastern Iowa and western Illinois. Bob co-owns these stores with two other family members and is the President of the company that operates the stores as well as a welding and machine shop in the region that services the Ag area as well as industry in the United States and overseas. Bob graduated from St. Ambrose University in 1999 and has been with the company since graduation. He has served as President of the Fort Madison Chamber of Commerce and currently serves on the Fort Madison Economic Development Council as well as being a past member of the county EDC. Bob is currently serving as Chairman of the Board filling in for Doug Forte who retired in 2021. Bob has previously served as Secretary, Vice President, President, and Chairman for Wheatbelt. Bob lives in Fort Madison with his wife and 2 sons. They have been Wheatbelt Members since 2001
Tom Rechtiene – Wentzville, MO
Current Treasurer
Tom is owner and President of Charlie’s Farm and Home Center in Wentzville, Missouri. The Store in Wentzville has been a Wheatbelt member since 1984. Tom is a CPA and prior to joining the store he worked in public accounting and has experience in retail business, finance, and consulting. He has served on the Board of Directors since 1999 and the Merchandise Committee from 1997 until 2012. Tom is a past President and former Chairman of the Board and is currently serving as Treasurer for the corporation.
Remaining Board of Directors
Sam Bugarsky (2028) – Mt. Angel, OR
Sam owned and operated a small feed and garden supply store in West Linn, Oregon for 2 ½ years before being recruited in 1984 to an Assistant Manager position at one of Wilco Farmers Co-op, then 5 stores in Oregon. Sam was later selected to start up Wilco’s centralized purchasing department as Wilco’s first purchasing agent. His responsibilities grew with the company as Sam took over store operations with the title of Retail Sales Director, along with purchasing. Later Transportation and Distribution Manager was bolted on. In the mid 1990s Sam was named Retail Division Manager, then later Wilco’s COO and President of Wilco stores. Sam and his team grew the business to today’s 26 retail stores in Oregon, Washington, and California, a 140k square foot distribution center-(new in 2017), 25+ over the road semi-trucks with over 1000 employees in Oregon, Washington, and California. In 2020 Sam was named CEO of the Co-op. and retired as CEO in January last year. During his time at Wilco he also earned his MBA from Purdue University. Wilco stores have been Wheatbelt members since 1990
Artie Johnson (2028) – Seneca, WI
Artie and his wife Debbie are the owners of Johnson’s One Stop in Seneca,WI. The store is one of the unique operations within Wheatbelt as they operate the farm and hardware store, grocery store, and lumber and building division all under one roof. Hence the name Johnson’s One Stop. Artie is a third-generation owner and has been at the operation since 1987. Truly a family owned business as their three sons (Brandon, Jordan and Thomas) and his brother (Brad) are very active in the business. The store has been a member since 2013 when the AFT buying group members all joined Wheatbelt that year. They are also affiliated with Do-it-Best and Orgill as well as different grocery buying affiliations. Artie has served on various advisory committees with United Hardware before they were purchased by Do-it-Best. Artie and Debbie reside in the Seneca, WI area.
Bart Keller (2027) – Falls City, NE
Current Chairman of the Board
Bart is a second-generation owner of Farm & City Supply in Falls City, NE. Falls City is located in the far southeast portion of the state just across the Missouri river. Bart operates the store with his bother Brett and his mother Madaline. Bart joined the company in 1992 after attending Southeast Community College in Lincoln, NE. The family also has some other business interests in their community and Bart is very active in the Economic Development Council and is a past President of his local EDC. Bart became a Wheatbelt Board member in 2013 and has held the officer positions of Secretary, President, Chairman of the Board, and is the current Vice President of Wheatbelt. The store became a Wheatbelt member in 1992 and has been in business since 1978. Bart lives in Falls City with his wife and two daughters.
Mark Malone (2027) – Lewistown, MT
Current Secretary
Mark is Vice President of Fleet Wholesale Supply in Lewistown, MT. Fleet Wholesale has another location in Havre, MT which is operated by Mark’s brother Ron and his dad Jim. Mark’s father started the business in the 60’s with various stores in Montana. Mark came to the business in 2000 after working for the Department of Energy in Idaho and Montana. He earned a BS degree in Chemistry while attending college in Montana. Mark was a member of the AFT group and served on their Board of Directors at the time they merged with Wheatbelt in 2013. Mark has three adult children and he and his wife reside in Lewistown, MT.
Kelly Voss (2027) – Breckenridge, MN
Current President
Kelly is President of “Farm City Supply” in Breckenridge, MN. He is a co-owner of the store with his parents, Don and Mary who purchased the store in 1989 from the original owners after managing the operation for many years. Kelly came to the store full time in 2001 after graduating from Concordia College with a BA in Business Administration. Kelly is active in his local community where he has been past President of the local Chamber of Commerce, he serves on the advisory committee of the Breckenridge 846 Education Foundation and is the executive director of his local church board. Kelly resides on the family farm with his wife, one son and a daughter. They have been members since they acquired the store in 1989.