Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Limoneira Company on March 25, 2026. The meeting took place at the Museum of Ventura County Agriculture in Santa Paula, California. A quorum was established with 79.46% of total capital stock outstanding present in person or by proxy.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes rather than financial performance data.
Material Changes and Voting Results
Stockholders voted on three proposals with the following outcomes:
- Proposal 1: Election of Directors
- Elizabeth Mora: Elected with 6,186,379.61 votes For, 4,921,044.00 votes Withheld, and 3,413,762.00 Broker Non-Votes.
- Peter J. Nolan: Elected with 10,941,016.61 votes For, 149,387.00 votes Withheld, and 3,413,762.00 Broker Non-Votes.
- Both nominees were elected to three-year terms ending at the 2029 Annual Meeting.
- Proposal 2: Advisory Vote on Executive Compensation
- Approved with 8,401,153.04 votes For, 2,176,063.58 votes Against, and 521,847.00 Abstentions.
- Broker Non-Votes totaled 3,413,762.00.
- Proposal 3: Ratification of Independent Auditor
- Deloitte & Touche LLP was ratified for the fiscal year ending October 31, 2026.
- Votes cast: 14,440,149.61 For, 35,825.00 Against, and 36,851.00 Abstain.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management commentary on outlook, specific risks, contingencies, or unusual items. The document is limited to the procedural results of the shareholder vote.
Important Facts for Investors to Verify
- Confirmation of the new board composition following the election of Elizabeth Mora and Peter J. Nolan.
- The significant number of votes withheld for Elizabeth Mora (approximately 44% of votes cast on her election) compared to Peter J. Nolan.
- The split in the advisory vote on executive compensation, where approximately 20% of votes cast were Against the proposal.
- Verification of the record date (January 30, 2026) and the total share counts for Common, Series B, and Series B-2 Preferred Stock.