Limoneira Company (NASDAQ:LMNR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)

On September 26, 2017, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Limoneira Company (the “Company”), the Board elected Edgar A. Terry to serve as a Class I director to fill the vacancy to be created by the resignation of Ronald Michaelis from the Board, such appointment to be effective immediately upon Mr. Michaelis’s resignation on October 31, 2017. Mr. Terry has also been designated to serve as a member of the Board’s Audit & Finance Committee, Compensation Committee, Farming Advisory Committee, and Water Advisory Committee once his appointment is effective. Mr. Terry will serve as a director until the Annual Meeting of Stockholders to be held in 2018.

There are no arrangements or understandings between Mr. Terry and any other person to which he was elected as a director, and as of the date hereof, there are no transactions or proposed transactions between Mr. Terry and the Company that require disclosure to Item 404(a) of Regulation S-K (17 CFR 229.404(a)).

As a non-management director, Mr. Terry will receive the same compensation paid by the Company to other non-management directors, as previously disclosed in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on February 15, 2017.

Mr. Terry has vast experience in the area of agribusiness rendering him exceptionally qualified to serve on the Company’s Board. Since 1982, he has worked for his family company, Terry Farms, Inc., which produces various vegetable and strawberry crops in Ventura County, California; he currently serves as its President and Chief Financial Officer (1990 – Present). Additionally, he serves as President of Willal, Inc. (1990 – Present) and as Vice President of Rancho Adobe, Inc. (1995 – Present). Mr. Terry also teaches corporate finance as a Senior Adjunct Professor at California Lutheran University (1987 – Present). In the past, Mr. Terry served as President of the Ventura County Farm Bureau (2001 – 2003) and as Chief Financial Officer of the District 63 Umpire Association (2006 – 2013). Mr. Terry currently serves as a director (and on various committees) of a number of companies and other entities, including: Terry Farms, Inc.; Federal Farm Credit Banks Funding Corporation; CoBank; Willal, Inc.; Rancho Adobe, Inc.; Ventura County Irrigated Lands Group; Ventura County Fair Foundation; and the Center for Economic Forecasting Advisory Board at California Lutheran University. In the past, Mr. Terry also served as a director (and on various committees) of several other companies and entities, including: Ventura County Farm Bureau; Hanson Trust Advisory Board; Leavens Ranches; District 63 Umpire Association; California Strawberry Commission; and Farm Credit West. Mr. Terry is a graduate of California Lutheran University where he earned a Bachelor of Science degree and a Master of Business Administration degree. Mr. Terry’s extensive experience in, and knowledge of, agribusiness, finance, and the Ventura County community provides the Board with important perspective regarding the responsible use of the Company’s land and water resources, technical and financial expertise, and community relations.

The Board has determined that Mr. Terry qualifies as an independent director to the provisions of NASDAQ Rule 5605(a)(2).

About Limoneira Company (NASDAQ:LMNR)

Limoneira Company is an agribusiness and real estate development company. The Company’s operations consist of fruit production, sales and marketing, rental operations, real estate development and capital investment activities. The Company’s three business divisions are agribusiness, rental operations and real estate development. The Company’s agribusiness division consists of two segments, namely lemon operations and other agribusiness, and includes its farming, harvesting, lemon packing and lemon sales operations. The Company’s rental operations business division includes its residential and commercial rentals, leased land operations and organic recycling. The Company’s real estate development business division includes its real estate projects and development. The Company operates its packinghouses in Santa Paula, California and Yuma, Arizona. The Company’s water resources include water rights, usage rights and pumping rights to the water in aquifers.