CADIZ INC

DEF 14A 1 cdzi20240426_def14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Cadiz Inc.

_____________________________________________________________

(Name of Registrant as Specified In Its Charter)

_____________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

__________________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2024

Dear Cadiz Inc. Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Cadiz, Inc., a Delaware corporation, will be held virtually on Tuesday, June 11, 2024, at 10:00 a.m., Pacific Time, via the Internet at https://www.cstproxy.com/cadiz/2024 to consider and act upon the following matters:

(1) The election of nine members of the Board of Directors, each to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified;

(2) The adoption of an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock;

(3) The approval of an amendment to the Cadiz Inc. 2019 Equity Incentive Plan, as amended, to increase the total number of shares reserved for issuance under the Plan;

(4) Ratification of the selection by the Audit Committee of our Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent certified public accountants for fiscal year 2024;

(5) The approval of a non-binding advisory resolution regarding the compensation of our named executive officers; and

(6) The transaction of such other business as may properly come before the meeting and any adjournments thereof.

Only stockholders of record at the close of business on April 18, 2024 are entitled to notice of and to vote at the 2024 Annual Meeting. In order to constitute a quorum for the conduct of business at the 2024 Annual Meeting, holders of a majority of all outstanding voting shares of our common stock and preferred stock must be present through virtual attendance or be represented by proxy. Holders of our common stock and our preferred stock will vote together as a single class on each proposal. Holders of our depositary shares representing interests in our Series A Preferred Stock currently have no voting rights.

To provide access for our stockholders regardless of their location, our 2024 Annual Meeting will be held virtually online. There will not be a physical location to attend the 2024 Annual Meeting in person. However, the virtual 2024 Annual Meeting will provide substantially the same opportunities to participate as you would have at an in-person meeting, including the ability to submit questions and vote your shares. Detailed instructions on how to vote and participate at the 2024 Annual Meeting may be found in the proxy statement and online athttps://www.cstproxy.com/cadiz/2024. To be able to access the virtual 2024 Annual Meeting, you must have your 12-digit control number. The control number is provided on the Notice of Internet Availability of Proxy Materials you received in the mail, on your proxy card, or through your broker or other nominee if you hold your shares in “street name”.

Whether or not you expect to attend the virtual annual meeting, we encourage you to submit your proxy as soon as possible so that your shares will be represented at the meeting. Your proxy is revocable and will not affect your right to vote at the 2024 Annual Meeting if you chose to attend virtually.

If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e*.*, your shares are held in “street name”), you will receive a voting instruction form from the holder of record. You must provide voting instructions to your brokerage firm, bank, broker-dealer or other similar organization by filling out the voting instruction form in order for your shares to be voted. We recommend that you instruct your broker or other nominee to vote your shares as promptly as possible.

If your shares are held in street name and you would like to attend the virtual annual meeting to vote your shares, you will need to contact your brokerage firm, bank, broker-dealer or other similar organization to obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer to have a control number generated. Continental Stock Transfer’s contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

We are pleased to utilize the Securities and Exchange Commission rules that allow us to furnish these proxy materials including an electronic proxy card for the meeting and our 2023 Annual Report to Stockholders, which is our Annual Report on Form 10-K for the year ended December 31, 2023 to stockholders via the internet. On or about April 30, 2024, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and 2023 Annual Report and how to vote. Utilizing these rules allows us to lower the cost of delivering annual meeting materials to our stockholders and reduce the environmental impact of printing and mailing these materials.

By Order of the Board of Directors

Stanley Speer

Secretary

Los Angeles, California

April 26, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on June 11, 2024. ** **

Our proxy statement and the 2023 Annual Report to Stockholders on Form 10-K are available at****https://www.cstproxy.com/cadiz/2024.

Annual Meeting of Stockholders

TABLE OF CONTENTS

550 S. Hope Street, Suite 2850

Los Angeles, California 90071

PROXY STATEMENT

For

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2024