--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-23-018521" form_type: "8-K" ticker: "CDZI" cik: "0000727273" company_name: "CADIZ INC" filed_at: "2023-06-26T23:59:59+00:00" generated_at: "2026-06-13T17:23:46.043752+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Cadiz increases authorized common shares to 85M; unlocks conversion of $15M debt into equity ## Summary - Authorized common shares increased from 70M to 85M after stockholder approval at June 21, 2023 annual meeting. - Stockholders approved say-on-pay, frequency (every year), and ratified PwC as independent auditor. - Effective S-3 registration allows resale of up to 3,971,870 shares upon conversion of $15M convertible loan. - Conversion was contingent on share increase approval; condition now satisfied. ## SEC filing metadata - accession: 0001437749-23-018521 - form_type: 8-K - ticker: CDZI - cik: 0000727273 - company_name: CADIZ INC - filed_at: 2023-06-26T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/727273/000143774923018521/0001437749-23-018521-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/727273/000143774923018521/cdzi20230626_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-23-018521 - JSON: https://secwatch.observer/filing/0001437749-23-018521.json - Plain text: https://secwatch.observer/filing/0001437749-23-018521.txt ## Key facts - Governance Changes CADIZ INC: Increased number of authorized shares of common stock from 70,000,000 to 85,000,000 (effective 2023-06-21). - Change: charter amendment - Effective: 2023-06-21 source text: On June 21, 2023, Cadiz Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 70,000,000 to 85,000,000. evidence_url: https://www.sec.gov/Archives/edgar/data/727273/000143774923018521/0001437749-23-018521-index.htm - Shareholder Votes CADIZ INC shareholders approved Advisory vote on the frequency of future advisory votes on named executive officer compensation at the 2023-06-21 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-21 source text: The Company’s stockholders recommended, on an advisory basis, that the Company conduct future stockholder advisory votes on named executive officer compensation every year, by the following vote: 1 YEAR 2 YEARS 3 YEARS ABSTAIN BROKER NON-VOTES 45,589,663 40,315 96,019 4,260 3,764,851 evidence_url: https://www.sec.gov/Archives/edgar/data/727273/000143774923018521/0001437749-23-018521-index.htm - Shareholder Votes CADIZ INC shareholders approved Advisory vote on the compensation of the Company's named executive officers at the 2023-06-21 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-21 source text: The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following vote: VOTES FOR : 45,241,784 AGAINST : 480,362 ABSTAIN : 8,111 BROKER NON-VOTES: 3,764,851 evidence_url: https://www.sec.gov/Archives/edgar/data/727273/000143774923018521/0001437749-23-018521-index.htm - Shareholder Votes CADIZ INC shareholders approved Ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal year 2023 at the 2023-06-21 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-21 source text: PricewaterhouseCoopers LLP was approved as the Company’s independent auditors for the fiscal year 2023 by the following vote: VOTES FOR : 49,304,664 AGAINST : 174,718 ABSTAIN : 15,726 evidence_url: https://www.sec.gov/Archives/edgar/data/727273/000143774923018521/0001437749-23-018521-index.htm - Shareholder Votes CADIZ INC shareholders approved Election of Directors at the 2023-06-21 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-21 source text: (i) The following directors were elected at the meeting: NOMINEE VOTES FOR VOTES WITHHELD BROKER NON-VOTES Stephen E. Courter 45,634,054 96,203 3,764,851 Maria Dreyfus 45,713,126 17,131 3,764,851 Maria Echaveste 45,715,773 14,484 3,764,851 Winston Hickox 45,639,210 91,047 3,764,851 Susan Kennedy 45,715,998 14,259 3,764,851 Kenneth T. Lombard 45,717,017 13,240 3,764,851 Richard Polanco 45,714,015 16,242 3,764,851 Scott S. Slater 45,701,158 29,099 3,764,851 Carolyn Webb de Macias 45,716,068 14,189 3,764,851 evidence_url: https://www.sec.gov/Archives/edgar/data/727273/000143774923018521/0001437749-23-018521-index.htm - Shareholder Votes CADIZ INC shareholders approved Amendment to Certificate of Incorporation to increase the number of authorized shares of common stock from 70,000,000 to 85,000,000 at the 2023-06-21 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-21 source text: The amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock was approved by the following vote: VOTES FOR : 49,083,965 AGAINST : 167,562 ABSTAIN : 243,581 evidence_url: https://www.sec.gov/Archives/edgar/data/727273/000143774923018521/0001437749-23-018521-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.