Other Information
−Removed: On March 23, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) via live webcast communication.
−Removed: 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”);
−Removed: 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”);
−Removed: 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.
−Removed: There were 15,034,506 shares of Common Stock;
−Removed: 14,790 shares (or 147,900 votes) of Series B Preferred Stock;
−Removed: 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.
−Removed: 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.
−Removed: Set forth below are the matters acted upon by the stockholders and the final voting results of each such proposal.
−Removed: Election of Directors
−Removed: 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:
−Removed: For Withheld Broker Non-Votes
−Removed: Edwards 12,668,386 654,400 1,993,345
−Removed: Merriman 10,356,854 2,533,493 1,993,345
−Removed: Terry 12,677,672 212,675 1,993,345
−Removed: 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.
−Removed: Ratification of Selection of Independent Registered Public Accounting Firm
−Removed: 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:
−Removed: For Against Abstain
−Removed: 15,000,809 31,336 2,360
−Removed: 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.
−Removed: Advisory Vote on Executive Compensation
−Removed: 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:
−Removed: For Against Abstain Broker Non-Votes
−Removed: 11,543,170 1,454,627 43,363 1,993,345
Number Exhibit
19 unchanged sentences
4.6 Certificate of Designation, Preferences and Rights of 4% Voting Preferred Stock, $100.00 Par Value, Series B-2 of Limoneira Company, dated March 20, 2014 (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 24, 2014 (File No.
+Added: 10.1 Master Loan Agreement, dated June 1, 2021, between Limoneira Company and Farm West, PCA (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.
+Added: 10.2 Promissory Note and Revolving Credit Facility Supplement to Master Loan Agreement, dated June 1, 2021, between Limoneira Company and Farm West, PCA (Incorporated by reference to exhibit 10.
+Added: 2 to the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.
+Added: 10.3 Promissory Note and Non-Revolving Credit Facility Supplement to Master Loan Agreement, dated June 1, 2021, between Limoneira Company and Farm West, PCA (Incorporated by reference to exhibit 10.
+Added: 3 to the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.
+Added: 10.4 Agreement to Convert to Fixed Rate, dated June 8, 2021, between Limoneira Company and Farm West, PCA (Incorporated by reference to exhibit 10.
+Added: 4 to the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.
31.1* Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a)
10 unchanged sentences
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: 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.
+Added: 104 The cover page for the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2021 has been formatted in Inline XBRL
* Filed or furnished herewith,
6 unchanged sentences
LIMONEIRA COMPANY
−Removed: June 8, 2021 By:
+Added: September 8, 2021 By:
/s/ HAROLD S.
1 unchanged sentence
(Principal Executive Officer)
−Removed: June 8, 2021 By:
+Added: September 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.