Limoneira Files 8-K: Director Changes, Officer Comp, Bylaw Amendments

TL;DR

Limoneira's 8-K shows director changes, officer comp updates, and bylaw amendments.

AI Summary

Limoneira Company filed an 8-K on March 26, 2024, reporting on several key events. These include the departure of a director, the election of new directors, and updates to compensatory arrangements for certain officers. The filing also covers amendments to the company's articles of incorporation or bylaws, changes in its fiscal year, and the submission of matters to a vote of security holders. Additionally, it includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate governance changes and potential shifts in executive compensation, which could impact investor confidence and future strategic decisions.

Risk Assessment

Risk Level: medium — Changes in directorship, officer compensation, and corporate bylaws can signal internal shifts that may affect company strategy and performance.

Key Players & Entities

• Limoneira Company (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• March 26, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share LMNR The NASDAQ Stock Mark
• $100.00 — Convertible Preferred Stock, par value $100.00 per share, each of which is entitled to

Filing Documents

• tm249848d1_8k.htm (8-K) — 54KB
• tm249848d1_ex3-1.htm (EX-3.1) — 9KB
• tm249848d1_ex10-1.htm (EX-10.1) — 7KB
• 0001104659-24-040501.txt ( ) — 248KB
• lmnr-20240326.xsd (EX-101.SCH) — 3KB
• lmnr-20240326_lab.xml (EX-101.LAB) — 33KB
• lmnr-20240326_pre.xml (EX-101.PRE) — 22KB
• tm249848d1_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements (e) As further described in Item 5.07 below, Limoneira Company (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on March 26, 2024. At the Annual Meeting, the Company's stockholders approved a proposal to amend and restate Section 4(a) of the Limoneira Company 2022 Omnibus Incentive Plan (the "2022 Plan") to increase the number of shares of the Company's common stock available for awards by an additional 1,000,000 shares from 500,000 to a total of 1,500,000 shares (the "2022 Plan Amendment"). The Company's executive officers and directors are eligible to participate in the 2022 Plan. Prior to the Annual Meeting, the Company's Board of Directors approved the 2022 Plan Amendment, subject to the approval of the Company's stockholders. A description of the material terms and conditions of the 2022 Plan are provided in the Company's definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on February 12, 2024, and such description is incorporated herein by reference. The foregoing summary of the 2022 Plan Amendment does not purport to be complete and is subject to and qualified in its entirety by the full text of the 2022 Plan Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year (a) On March 26, 2024, after the Annual Meeting and in connection with the approval of Proposal 5 (as described in Item 5.07 below), the Company filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware to amend the Article TWENTY-SECOND of the Company's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to adopt the limitations on the liability of certain officers in limited circumstances under Section 102(b)(7) of the Delaware General Corporation Law and extend exculpation protection to the Company's officers in addition to the Company's directors (the "Certificate of Amendment"). The Certificate of Amendment amends Article TWENTY-SECOND of our Certificate of Incorporation so that it states in its entirety as follows: TWENTY-SECOND: No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such a director or officer as a director or officer, respectively, except to the extent provided by applicable law (i) for any breach of the director's or officer's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, in the case of directors only, (iv) for any transaction from which such director or officer derived an improper personal benefit, or (v) for any action by or in the right of the Corporation, in the case of officers only. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors and officers, then the liability of a director or officer of the Corporation sh

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On March 26, 2024, the Company held its Annual Meeting, at 9:00 a.m. Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California, 93060. A total of 18,004,918 shares of the Company's Common Stock, par value $0.01 per share, each of which is entitled to one (1) vote ("Common Stock"); 14,790 shares of its Series B 8.75% Convertible Preferred Stock, par value $100.00 per share, each of which is entitled to ten (10) votes for a total of 147,900 ("Series B Preferred Stock"); and 9,300 shares of its Series B-2 4% Convertible Preferred Stock, par value $100.00 per share, each of which is entitled to one (1) vote ("Series B-2 Preferred Stock"), were issued, outstanding, and entitled to vote as of January 31, 2024, the record date for the Annual Meeting. There were 14,996,578.65 shares of Common Stock; 14,790 shares (or 147,900 votes) of Series B Preferred Stock; and 9,300 shares of Series B-2 Preferred Stock present, in person or by proxy, at the Annual Meeting, representing 83.38% of the total shares of capital stock outstanding, which constituted a quorum. The stockholders were asked to vote on six (6) proposals, with Common Stock, Series B Preferred Stock, and Series B-2 Preferred Stock voting together as a single class for all the proposals. Set forth below are the matters acted upon by the stockholders and the final voting results of each such proposal. Proposal 1: Election of Directors The following votes were cast with respect to the election of the following nominees as directors of the Company to hold office for a three-year term, ending at the 2027 Annual Meeting of Stockholders: Shares Voted For Withheld Broker Non-Votes Harold S. Edwards 11,382,333.31 515,985.35 3,246,160 Edgar A. Terry 7,423,881.31 4,474,437.35 3,246,160 Based on the votes set forth above, each of the nominees listed above was duly elected to serve as a direct

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits 3.1 Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated March 26, 2024 10.1 Amendment to Limoneira Company 2022 Omnibus Incentive Plan, dated March 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 28, 2024 LIMONEIRA COMPANY By: /s/ Mark Palamountain Mark Palamountain Chief Financial Officer and Treasurer

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View this 8-K filing on SEC EDGAR