Limoneira Company

03/27/2026 | Press release | Distributed by Public on 03/27/2026 14:00

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders

On March 25, 2026, Limoneira Company, a Delaware corporation (the "Company"), held its Annual Meeting at 10:00 a.m. Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060. A total of 18,130,967 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 30, 2026, the record date for the Annual Meeting. There were 14,364,925.61 shares of Common Stock and 14,790 shares (or 147,900 votes) of Series B Preferred Stock present, in person or by proxy, at the Annual Meeting, representing 79.46% 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 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 2029 Annual Meeting of Stockholders:

Shares Voted
For Withheld Broker Non-Votes
Elizabeth Mora 6,186,379.61 4,921,044.00 3,413,762.00
Peter J. Nolan 10,941,016.61 149,387.00 3,413,762.00

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 2029 Annual Meeting of Stockholders.

Proposal 2: Advisory Vote on Executive Compensation

The following votes were cast with respect to the non-binding, advisory vote on compensation of the named executive officers, as disclosed in the Company's proxy statement pursuant to Item 402 of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended:

Shares Voted
For Against Abstain Broker Non-Votes
8,401,153.04 2,176,063.58 521,847.00 3,413,762.00

Based on the votes set forth above, the compensation of the named executive officers was approved by the stockholders on a non-binding, advisory basis.

Limoneira Company published this content on March 27, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 27, 2026 at 20:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]