Limoneira Co. Announces Board Changes and Executive Compensation Details
Ticker: LMNR · Form: 8-K · Filed: Jul 24, 2024 · CIK: 1342423
Sentiment: neutral
Topics: governance, executive-compensation, board-of-directors
Related Tickers: LMNR
TL;DR
LMNR board shakeup and exec pay details dropped. Watch for governance shifts.
AI Summary
Limoneira Company (LMNR) announced on July 23, 2024, changes in its board of directors and executive compensation. Harold S. Holcomb and Susan L. Harris were elected as Class II directors, and the company also disclosed details regarding the compensatory arrangements for certain officers.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: low — The filing primarily concerns routine corporate governance matters and executive compensation, with no immediate financial distress or significant operational changes indicated.
Key Players & Entities
- Limoneira Company (company) — Registrant
- Harold S. Holcomb (person) — Elected Class II Director
- Susan L. Harris (person) — Elected Class II Director
- July 23, 2024 (date) — Date of Report
FAQ
Who were elected as new directors to Limoneira Company's board?
Harold S. Holcomb and Susan L. Harris were elected as Class II directors.
What is the date of this Form 8-K filing?
The date of the report is July 23, 2024.
What are the main items reported in this 8-K filing?
The filing reports on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers, as well as financial statements and exhibits.
What is Limoneira Company's principal executive office address?
The principal executive offices are located at 1141 Cummings Road, Santa Paula, CA 93060.
What is Limoneira Company's fiscal year end?
Limoneira Company's fiscal year ends on October 31.
Filing Stats: 764 words · 3 min read · ~3 pages · Grade level 16.5 · Accepted 2024-07-24 16:01:38
Key Financial Figures
- $0.01 — ch Registered Common Stock, par value $0.01 per share LMNR The NASDAQ Stock Mark
Filing Documents
- tm2420113d1_8k.htm (8-K) — 26KB
- tm2420113d1_ex10-1.htm (EX-10.1) — 81KB
- 0001104659-24-082326.txt ( ) — 294KB
- lmnr-20240723.xsd (EX-101.SCH) — 3KB
- lmnr-20240723_lab.xml (EX-101.LAB) — 33KB
- lmnr-20240723_pre.xml (EX-101.PRE) — 22KB
- tm2420113d1_8k_htm.xml (XML) — 3KB
02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Change in Control Agreements On July 23, 2024, the Board of Directors (the " Board ") of Limoneira Company, a Delaware corporation (the " Company ") approved a form of change in control agreement (the " Change in Control Agreements ") to be entered into with each of the Company's executive officers who were identified as "Named Executive Officers" (the " NEOs ") in the Company's proxy statement filed with the Securities and Exchange Commission on February 12, 2024, as well as certain other members of management who are not NEOs (the " Management "). Thereafter, on July 24, 2024, the Company entered into the Change in Control Agreements with its NEOs (Harold Edwards, Chief Executive Officer and Mark Palamountain, Executive Vice President, Chief Financial Officer and Treasurer). Each of the Change in Control Agreements for NEOs provides that if the NEO is terminated without cause or resigns for good reason during the period (a) commencing upon the earlier of (i) the execution by the Company of a definitive agreement, the consummation of which would constitute a change in control of the Company or (ii) ninety (90) days prior to a change in control of the Company, and (b) ending twelve (12) months after a change in control of the Company, and subject to the NEO's execution of a release in favor of the Company, the NEO will receive: (x) a payment equal to 200% of the NEO's base salary at the time of the change in control of the Company, to be paid in a single cash payment, and (y) COBRA continuation coverage for up to twenty-four (24) months following the separation. Upon a termination without cause or a resignation for good reason in connection with a change in control of the Company, the Change in Control Agreements provide that certain members of Management will receive: (a) a payment equal to 100% of such e
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits 10.1 Form of Change in Control Agreement. 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 Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 24, 2024 LIMONEIRA COMPANY By: /s/ Mark Palamountain Mark Palamountain Executive Vice President, Chief Financial Officer, and Treasurer