Limoneira announces director retirement, appoints Peter Nolan; to explore strategic alternatives

Limoneira CO

Elizabeth Blanchard Chess retires from Board effective Jan 1, 2024; remains as consultant.
Peter Nolan appointed to Board effective Jan 1, 2024, Class III, serving on Audit/Finance and Risk Committees.
Limoneira enters cooperation agreement with Peter Nolan; board now 7 directors, 6 independent.
Company will explore potential strategic alternatives aimed at maximizing value for stockholders.
Bylaws amended to update stockholder notice requirements for director nominations and proposals.

item 1.01 item 5.02 item 5.03 item 9.01

Executive movements

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Departed

Elizabeth Blanchard Chess

Director

LMNR · Limoneira CO

Effective: 2024-01-01
Successor: Peter J. Nolan
Filed: December 18, 2023, 6:59 PM ET

On December 15, 2023, Elizabeth Blanchard Chess announced her retirement from the Board, effective January 1, 2024.

Appointed

Peter J. Nolan

Director

LMNR · Limoneira CO

Effective: 2024-01-01
Filed: December 18, 2023, 6:59 PM ET

On December 15, 2023, in connection with the Cooperation Agreement described in Item 1.01, the Board appointed Peter J. Nolan to serve as a Class III director, effective January 1, 2024, filling the vacancy caused by Ms. Chess’ retirement.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 1.0

Elizabeth Blanchard Chess retired as Director at Limoneira CO.

Action: retired
Role: Director

Exact text from the filing

On December 15, 2023, Elizabeth Blanchard Chess announced her retirement from the Board, effective January 1, 2024.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 1.0

Peter J. Nolan was appointed as Director at Limoneira CO.

Action: appointed
Role: Director

Exact text from the filing

On December 15, 2023, in connection with the Cooperation Agreement described in Item 1.01, the Board appointed Peter J. Nolan to serve as a Class III director, effective January 1, 2024, filling the vacancy caused by Ms. Chess’ retirement.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Limoneira CO: Amended and Restated Bylaws, effective upon adoption, with revisions to Sections 2.1, 2.3, and 2.5 to update stockholder notice requirements for nominations and proposals and adjournment procedures (effective 2023-12-15).

Change: bylaw amendment
Effective: 2023-12-15

Exact text from the filing

On December 15, 2023, upon the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board approved, ratified and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective upon adoption.

View on SEC.gov

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Limoneira CO filing history →

Source: SEC EDGAR

accession 0001104659-23-126652

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