What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2021-06-08 compared with 2021-03-10 · 28 added, 3 removed, 50 unchanged (38% of the section changed)

Other Information

On March 23, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) via live webcast communication.

A total of 17,699,717 shares of the Company’s Common Stock, par value $0.01 per share, each of which is entitled to one 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 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 vote (“Series B-2 Preferred Stock”), were issued, outstanding, and entitled to vote as of February 1, 2021, the record date for the Annual Meeting.

There were 15,034,506 shares of Common Stock;

14,790 shares (or 147,900 votes) of Series B Preferred Stock;

and 9,300 shares of Series B-2 Preferred Stock present, in person or by proxy, at the Annual Meeting, representing approximately 84.26% of the total shares of capital stock outstanding, which constituted a quorum.

The stockholders were asked to vote on three proposals, with Common Stock, Series B Preferred Stock, and Series B-2 Preferred Stock voting together as a single class for all of the proposals.

Set forth below are the matters acted upon by the stockholders and the final voting results of each such proposal.

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 2024 Annual Meeting of Stockholders:

For Withheld Broker Non-Votes

Edwards 12,668,386 654,400 1,993,345

Merriman 10,356,854 2,533,493 1,993,345

Terry 12,677,672 212,675 1,993,345

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 2024 Annual Meeting of Stockholders.

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, 2021:

For Against Abstain

15,000,809 31,336 2,360

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, 2021 was duly ratified by the stockholders.

Advisory Vote on Executive Compensation

The 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, was approved on a non-binding, advisory basis by the stockholders by the votes set forth in the table below:

For Against Abstain Broker Non-Votes

11,543,170 1,454,627 43,363 1,993,345

Number Exhibit

31 unchanged sentences

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

104 The cover page for the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2021, has been formatted in Inline XBRL.

104 The cover page for the Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2021, has been formatted in Inline XBRL.

* Filed or furnished herewith,

6 unchanged sentences

LIMONEIRA COMPANY

March 10, 2021 By:

June 8, 2021 By:

/s/ HAROLD S.

1 unchanged sentence

(Principal Executive Officer)

March 10, 2021 By:

June 8, 2021 By:

/s/ MARK PALAMOUNTAIN

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information