---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-036857"
form_type: "8-K"
ticker: "LMNR"
cik: "0001342423"
company_name: "Limoneira CO"
filed_at: "2023-03-27T23:59:59+00:00"
generated_at: "2026-06-17T14:34:44.042062+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Limoneira 2023 annual meeting: shareholders fail to approve officer exculpation amendment

## Summary
- Two directors elected: Elizabeth Blanchard Chess and Elizabeth Mora, each with >5M votes for; broker non-votes 3.77M.
- Advisory vote on executive compensation approved: 6.67M for, 1.93M against.
- Ratification of Deloitte & Touche as auditor for FY 2023 passed: 12.38M for, 127K against.
- Proposal to amend certificate for officer exculpation did not pass: 7.88M for, 0.76M against, 98K abstain.

## SEC filing metadata
- accession: 0001104659-23-036857
- form_type: 8-K
- ticker: LMNR
- cik: 0001342423
- company_name: Limoneira CO
- filed_at: 2023-03-27T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1342423/000110465923036857/0001104659-23-036857-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1342423/000110465923036857/tm2310480d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-036857
- JSON: https://secwatch.observer/filing/0001104659-23-036857.json
- Plain text: https://secwatch.observer/filing/0001104659-23-036857.txt

## Key facts
- Shareholder Votes
  Limoneira CO shareholders approved Election of Directors at the 2023-03-21 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-03-21
  source text: 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 2026 Annual Meeting of Stockholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465923036857/0001104659-23-036857-index.htm
- Shareholder Votes
  Limoneira CO shareholders approved Advisory Vote on Executive Compensation at the 2023-03-21 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-03-21
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465923036857/0001104659-23-036857-index.htm
- Shareholder Votes
  Limoneira CO shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2023-03-21 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-03-21
  source text: Based on the votes set forth above, the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2023 was duly ratified by the stockholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465923036857/0001104659-23-036857-index.htm
- Shareholder Votes
  Limoneira CO shareholders rejected Amendment of the Company’s Restated Certificate of Incorporation to Allow for the Exculpation of Officers at the 2023-03-21 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2023-03-21
  source text: Based on the votes set forth above, the amendment to the Company’s Restated Certificate of Incorporation was not approved by the stockholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465923036857/0001104659-23-036857-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.