--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-040501" form_type: "8-K" ticker: "LMNR" cik: "0001342423" company_name: "Limoneira CO" filed_at: "2024-03-28T23:59:59+00:00" generated_at: "2026-06-04T05:53:49.826081+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Stockholders approve 1M share increase for 2022 Incentive Plan and officer exculpation amendment ## Summary - Stockholders approved amendment increasing 2022 Plan shares from 500,000 to 1,500,000 (10,236,499 for, 1,565,324 against). - Amendment to Certificate of Incorporation to limit officer liability under DGCL Section 102(b)(7) approved (10,109,578 for, 1,635,298 against). - Directors Harold S. Edwards and Edgar A. Terry elected for three-year terms ending 2027 (11,382,333 and 7,423,881 votes for, respectively). - Advisory vote on executive compensation approved (9,824,405 for, 1,551,798 against); frequency set to every year. - Ratification of Deloitte & Touche as independent auditor for FY2024 approved (15,056,798 for, 43,150 against). ## SEC filing metadata - accession: 0001104659-24-040501 - form_type: 8-K - ticker: LMNR - cik: 0001342423 - company_name: Limoneira CO - filed_at: 2024-03-28T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1342423/000110465924040501/0001104659-24-040501-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1342423/000110465924040501/tm249848d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-040501 - JSON: https://secwatch.observer/filing/0001104659-24-040501.json - Plain text: https://secwatch.observer/filing/0001104659-24-040501.txt ## Key facts - Governance Changes Limoneira CO: Amendment to Article TWENTY-SECOND of the Restated Certificate of Incorporation to extend exculpation protection to officers under Section 102(b)(7) of the Delaware General Corporation Law (effective 2024-03-26). - Change: charter amendment - Effective: 2024-03-26 source text: The Certificate of Amendment became effective upon its filing with the Secretary of State of the State of Delaware on March 26, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465924040501/0001104659-24-040501-index.htm - Shareholder Votes Limoneira CO shareholders approved Advisory Vote on Executive Compensation at the 2024-03-26 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-03-26 source text: 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 9,824,405.05 1,551,798.80 522,114.80 3,246,160 evidence_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465924040501/0001104659-24-040501-index.htm - Shareholder Votes Limoneira CO shareholders approved Amendment of the Company’s Restated Certificate of Incorporation to Allow for the Exculpation of Officers at the 2024-03-26 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-26 source text: Proposal 5: Amendment of the Company’s Restated Certificate of Incorporation to Allow for the Exculpation of Officers The following votes were cast with respect to approval of the amendment to the Company’s Restated Certificate of Incorporation: Shares Voted For Against Abstain Broker Non-Votes 10,109,578.03 1,635,298.80 153,441.81 3,246,160 evidence_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465924040501/0001104659-24-040501-index.htm - Shareholder Votes Limoneira CO shareholders approved Election of Directors at the 2024-03-26 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-03-26 source text: 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 2027 Annual Meeting of Stockholders: Shares Voted For Withheld Broker Non-Votes Harold S. Edwards 11,382,333.31 515,985.35 3,246,160 Edgar A. Terry 7,423,881.31 4,474,437.35 3,246,160 evidence_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465924040501/0001104659-24-040501-index.htm - Shareholder Votes Limoneira CO shareholders approved Advisory Resolution on the Frequency of the Advisory Vote on Executive Compensation at the 2024-03-26 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2024-03-26 source text: Proposal 3: Advisory Resolution on the Frequency of the Advisory Vote on Executive Compensation The following votes were cast with respect to the frequency with which the Company holds the advisory vote on compensation of named executive officers: Shares Voted One Year Two Years Three Years Abstain 11,080,352.03 48,562.81 567,604 201,799.80 evidence_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465924040501/0001104659-24-040501-index.htm - Shareholder Votes Limoneira CO shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2024-03-26 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-03-26 source text: Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm The following votes were cast with respect to the ratification of 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, 2024: Shares Voted For Against Abstain 15,056,798.50 43,150.15 44,530 evidence_url: https://www.sec.gov/Archives/edgar/data/1342423/000110465924040501/0001104659-24-040501-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.