12 unchanged sentences
Based on this evaluation, management concluded that internal control over financial reporting was effective as of October 31, 2024.
−Removed: Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting and has issued a report on internal control over financial reporting, which is included herein.
+Added: Deloitte & Touche LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal control over financial reporting and issued a report on internal control over financial reporting, which is included herein.
President and Chief Executive Officer
Mark Palamountain
−Removed: Chief Financial Officer and Treasurer
+Added: Executive Vice President, Chief Financial Officer and Treasurer
Report of Independent Registered Public Accounting Firm
75 unchanged sentences
3.4 Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated March 29, 2017 (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 31, 2017 (File No.
−Removed: 3.5 Amended and Restated Bylaws of Limoneira Company (Incorporated by reference to exhibit 3.1 to the Company's Current Report on Form 8-K, filed October 27, 2021 (File No.
+Added: 3.5 Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated March 2 6 , 20 24 (Incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 28 , 20 24 (File No.
+Added: 3.6 Amended and Restated Bylaws of Limoneira Company (Incorporated by reference to exhibit 3.1 to the Company ' s Current Report on Form 8-K, filed December 18, 2023 (File No.
4.1 Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, $.01 Par Value, of Limoneira Company, dated November 21, 2006 (Incorporated by reference to exhibit 3.8 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
2 unchanged sentences
4.4 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.
−Removed: 4.5 Description of Securities (Incorporated by refer e nce to e xhibit 4.7 of the Company's Annual Report on Form 10-K, filed on December 22, 2022 (File No.
+Added: 4.5 Description of Securities (Incorporated by reference to exhibit 4.7 of the Company's Annual Report on Form 10-K, filed on December 22, 2022 (File No.
10.1 Real Estate Advisory Management Consultant Agreement dated April 1, 2004, by and between Limoneira Company and Parkstone Companies (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed August 25, 2010 (File No.
6 unchanged sentences
115611, Superior Court of the State of California, Ventura County (Incorporated by reference to exhibit 10.24 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.
−Removed: 10.5 Lease Agreement, dated July 1, 2013, by and between the Company and Cadiz, Inc.
−Removed: (Incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K, filed July 2, 2013 (File No.
−Removed: 10.6 Cadiz-Limoneira Amended and Restated Lease, dated February 3, 2015, by and between Cadiz Real Estate LLC and Limoneira Company (Incorporated by reference to exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed March 9, 2015 (File No.
10.5 Series B-2 Preferred Stock Purchase Agreement, dated March 21, 2014, by and between Limoneira Company and WPI-ACP Holdings, LLC (Incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K, filed March 24, 2014 (File No.
2 unchanged sentences
10.8 Retained Property Development Agreement, dated November 10, 2015, by and among Limoneira Company and Limoneira Lewis Community Builders, LLC (Incorporated by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K, filed November 16, 2015 (File No.
−Removed: 10.11 Line of Credit Loan Agreement, dated February 22, 2018, by and between Limoneira Lewis Community Builders, LLC and Bank of America, N.A.
−Removed: (Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed March 2, 2018 (File No.
−Removed: 10.12 Unsecured Line of Credit Promissory Note, dated February 22, 2018, by and between Limoneira Lewis Community Builders, LLC and Bank of America, N.A.
−Removed: (Incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed March 2, 2018 (File No.
−Removed: 10.13 Guaranty Agreement, dated February 22, 2018, by and among Richard A.
−Removed: Lewis, individually and as Trustee of the Richard A.
−Removed: Lewis Revocable Trust u/d/t dated August 16, 2004 , Robert E.
−Removed: Lewis, individually and as Trustee of the Robert E.
−Removed: Lewis Revocable Trust u/d/t dated August 17, 2004, Roger G.
−Removed: Lewis, individually and as Trustee of the Roger G.
−Removed: Lewis Revocable Trust u/d/t dated August 20, 2004, Randall W.
−Removed: Lewis, individually and as Trustee of the Randall W.
−Removed: Lewis Revocable Trust u/d/t dated September 1, 2006, and Limoneira Company (Incorporated by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K, filed March 2, 2018 (File No.
10.9 Master Loan Agreement, dated June 1, 2021, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.
3 unchanged sentences
10.13† Limoneira Company 2022 Omnibus Incentive Plan, as approved by the Stockholders on March 22, 2022 (Incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed August 1, 2022 (File No.
+Added: 10.14 A mend m e nt to Limoneira Company 2022 Omnibus Incentive Plan, da ted March 26, 2024 (Incorporated by reference to exhibit 10.
+Added: 1 of the Company’s Current Report on Form 8-K, filed March 28, 2024 (File No.
10.15† Form of Time-Based Restricted Share Award Agreement for Non-Employee Directors, Pursuant to the Limoneira Company 2022 Omnibus Incentive Plan (Incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K, filed August 1, 2022 (File No.
10 unchanged sentences
by and between Capital Agricultural Services, Inc.
−Removed: and Limoneira Company (incorporated by reference to exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q, filed March 9, 2023 (File No.
−Removed: 10.30 Grower Packing & Marketing Agreement, dated as of January 31, 2023, by and between Limoneira Company and PAI Centurion Citrus, LLC (incorporated by reference to exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q, filed March 9, 2023 (File No.
−Removed: 10.31 Form of Award Agreement under the Limoneira Company 2022 Omnibus Plan (incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed November 2, 2023 (File No.
+Added: and Limoneira Company ( I ncorporated by reference to exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q, filed March 9, 2023 (File No.
+Added: 10.26 Grower Packing & Marketing Agreement, dated as of January 31, 2023, by and between Limoneira Company and PAI Centurion Citrus, LLC ( I ncorporated by reference to exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q, filed March 9, 2023 (File No.
+Added: 10.27 Form of Award Agreement under the Limoneira Company 2022 Omnibus Plan ( I ncorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed November 2, 2023 (File No.
+Added: 10.28† Form of Change in Control Agreement ( I ncorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed July 24, 202 4 (File No.
+Added: 10.29 T ransaction Bonus Agreement , dated August 22, 2024, between Harold Edwards and Limoneira Company (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed August 23 , 2024 (File No.
+Added: 10.30 Transaction Bonus Agreement, dated August 22, 2024, between Mark Palamountain and Limoneira Company (Incorporated by reference to exhibit 10.
+Added: 2 of the Company’s Current Report on Form 8-K, filed August 23, 2024 (File No.
+Added: 10.31 Cooperation Agreement, by and be tween Limoneira Company and Peter J.
+Added: Nolan, dated December 15, 2023 (Incorporated by reference to exhibit 10.
+Added: 1 of the Company’s Current Report on Form 8-K, filed December 18, 202 3 (File No.
+Added: 10.32* Second Am endment to First Amend ed a nd Restated Limited L i a bility Company Agreement of L imoneira L ew is Community Builders, LLC
+Added: 10.33* Third Amendment to First Amended a nd Restated Limited Liability Company Agreement of Limoneira Lewis Community Builders, LLC
+Added: 19.1* Limoneira Company Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures
21.1* Subsidiaries of Limoneira Company
7 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 97* Limoneira Company Amended and R estated Clawback Policy , dated as of October 3 0 , 2023
+Added: 97* Limoneira Company Amended and Restated Clawback Policy, dated as of October 30, 2023
99.1* Limoneira Lewis Community Builders, LLC - Financial Statements as of October 31, 202 4 and 202 3
6 unchanged sentences
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
+Added: † Denotes management contracts and compensatory plans or arrangements.
* Filed or furnished herewith.
3 unchanged sentences
Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
−Removed: † Denotes management contracts and compensatory plans or arrangements.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 23, 2024.
9 unchanged sentences
Edwards (Principal Executive Officer)
−Removed: /s/ Mark Palamountain Chief Financial Officer and Treasurer
+Added: /s/ Mark Palamountain Executive Vice President, Chief Financial Officer and Treasurer
Mark Palamountain (Principal Financial and Accounting Officer)
2 unchanged sentences
/s/ Edgar Terry Director
−Removed: /s/ Elizabeth Blanchard Chess Director
−Removed: Elizabeth Blanchard Chess
+Added: Nolan Director
/s/ Elizabeth Mora Director
3 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.