Limoneira CO

**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:

LIMONEIRA COMPANY

(Name of Registrant as Specified in Its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

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Dear Fellow Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders (“Annual Meeting”) of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”). The meeting will be held on Wednesday, April 9, 2025, at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060.

In December 2023, we announced that we commenced a process to explore potential strategic alternatives aimed at maximizing value for stockholders. As part of this process, the Board has been evaluating a range of potential alternatives including, but not limited to, a sale of all or parts of the Company, a merger, and other potential strategic transactions. To assist us in this effort, the Board engaged an investment banker to shepherd a process which is now in its 14th month. Along the way, we learned a lot about ourselves, our strengths, weaknesses and potential areas of improvement.

We expect that as a result of this process, we will make commitments to implement an array of initiatives in fiscal year 2025. As we move through this process, we believe Limoneira will continue to be valued not only for its important core assets of land, water and infrastructure but as one that is respected for its brand, culture and workforce. We remain committed to all of the communities in which we do business. With management’s efforts, the Board of Directors believes we can smartly pursue and capitalize on opportunities in a coordinated effort to pursue the highest and best use of our assets, thereby enabling us to achieve greater efficiencies, productivity and profitability.

To increase our likelihood of success as we identify and pursue strategic opportunities, we believe community outreach and stockholder feedback, along with a strong and effective Board of Directors, are essential. Thus, we endeavor to strengthen our community connection and encourage stockholder input, while we recruit and retain a strong, independent and functional Board of Directors that offers guidance and oversight to management.

Enclosed please find our Notice of 2025 Annual Meeting of Stockholders and proxy statement, including a proxy card and our annual report. The proxy statement contains important information about the business to be conducted at the Annual Meeting, the proposals we will consider and how you can vote your shares. Please be sure to carefully follow the instructions contained in these proxy materials.

Your vote is very important to us. We encourage you to promptly vote your shares by telephone, Internet or by completing, signing, dating and returning the enclosed proxy card, which contains instructions on how you would like your shares to be voted. Please submit your proxy card regardless of whether you will attend the Annual Meeting. This will help us ensure that your vote is represented at the Annual Meeting.

Sincerely,

Scott S. Slater

Chairperson of the Board of Directors

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**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

**To Be Held Wednesday, April 9, 2025

Limoneira Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Wednesday, April 9, 2025, at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060, for the following purposes:

•to elect three (3) Class II directors to the Board of Directors, each to serve for a three-year term (“Proposal 1”);

•to vote on an advisory resolution to approve the compensation of the Named Executive Officers as disclosed in this proxy statement (“Proposal 2”);

•to ratify the appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm for Limoneira Company for the fiscal year ending October 31, 2025 (“Proposal 3”); and

•to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

These matters are more fully described in the enclosed proxy statement. The Board of Directors recommends that you vote “FOR” ALL the director nominees, “FOR” the advisory approval of the compensation of the Named Executive Officers, and “FOR” the ratification of the independent registered public accounting firm.

Stockholders of record at the close of business on February 12, 2025, the record date, will be entitled to notice of, and to vote at, the Annual Meeting and at any subsequent adjournments or postponements. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection for ten (10) days preceding the Annual Meeting at our principal executive officesat 1141 Cummings Road, Santa Paula, California 93060. We will begin mailing the Notice of Annual Meeting, proxy statement and proxy card on or about February 27, 2025, to stockholders of record at the close of business on February 12, 2025.

To be sure that your shares are properly represented at the meeting, whether or not you attend, please promptly vote your shares either by telephone, Internet or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed envelope. We must receive your proxy card no later than 11:59 p.m., Pacific Time, on Tuesday, April 8, 2025.

You will be required to bring certain documents with you to be admitted to the Annual Meeting. Please carefully read the sections in the proxy materials on attending and voting at the Annual Meeting to ensure that you comply with these requirements.

By order of the Board of Directors.

Amy Fukutomi

Vice President of Compliance & Corporate Secretary

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Table of Contents

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Except where the context indicates otherwise, the “Company,” “we,” “us” and “our” refer to Limoneira Company and its wholly owned subsidiaries. References to “stockholders” refer to stockholders of Limoneira Company.

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Proxy Statement for Annual Meeting of Stockholders

**LIMONEIRA COMPANY

Santa Paula, California 93060