Limoneira Company (NASDAQ:LMNR) Files An 8-K Submission of Matters to a Vote of Security Holders

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Limoneira Company (NASDAQ:LMNR) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders

On March 27, 2018, Limoneira Company (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060. A total of 14,532,952 shares of the Company’s 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 and outstanding and entitled to vote as of February 9, 2018, the record date for the Annual Meeting. There were 12,193,315 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 approximately 83% of the total shares of capital stock outstanding, which constituted a quorum. The stockholders were asked to vote on three (3) proposals, with Common Stock, Series B Preferred Stock, and Series B-2 Preferred Stock voting together as a single class for all of 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 2021 Annual Meeting of Stockholders:

Shares Voted
For Withheld Broker Non-Votes
Harold S. Edwards 8,856,695 109,337 3,227,283
John W. H. Merriman 8,867,957 98,075 3,227,283
Edgar A. Terry 8,906,496 59,536 3,227,283

Based on the votes set forth above, each of the nominees listed above was duly elected to serve as a director of the Company for a three-year term, ending at the 2021 Annual Meeting of Stockholders.

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2018 received the following votes:

Shares Voted
For Against Abstain
12,186,513 4,196 2,606

Based on the votes set forth above, the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2018 was duly ratified by the stockholders.

Proposal 3: Advisory Vote on Executive Compensation

The compensation of the named executive officers as disclosed in the Company’s proxy statement to Item 402 of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, was approved on a non-binding, advisory basis by the stockholders by the votes set forth in the table below.

Shares Voted
For Against Abstain Broker Non-Votes
8,006,539 220,262 739,231 3,227,283


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.