Limoneira CO

DEF 14A 1 lmnr-def14a_032624.htm DEFINITIVE PROXY STATEMENT

**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 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”). The meeting will be held on March 26, 2024, at 10:00 a.m. Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California, 93060.

Limoneira continues in 2024 as a company dedicated to sustainable agricultural and community development, rooted in rich history, heritage and tradition. Limoneira is, of course, not merely a name or a brand, it is comprised of real, tangible assets, land, water, dedicated employees and strong community relationships, carefully cultivated through the decades.

Over the past two years, we have reinforced our commitment to sustainability, stewardship of our land and water resources and greater management efficiencies. We embraced and then implemented best practices in governance and set our course towards the “asset-light” model, reducing our non-core assets.

In December, we took the next step by initiating a further introspective process to analyze our position, juxtaposed against current opportunities, with the intention of landing on the best corporate structure to pursue them. Our lodestar in this evaluation process is the best interests of our shareholders while respecting our historic values.

Enclosed please find our Notice of 2024 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 promptly to 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 Tuesday, March 26, 2024

Limoneira Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Tuesday, March 26, 2024, 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 two (2) Class I 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 vote on an advisory resolution on the frequency of Say-on-Pay votes (“Proposal 3”);

•to ratify the appointment of Deloitte & Touche LLP to serve as the independent auditor for Limoneira Company for the fiscal year ending October 31, 2024 (“Proposal 4”);

•to approve an amendment to our Restated Certificate of Incorporation to allow for the exculpation of officers (“Proposal 5”);

•to approve an amendment to the Limoneira Company 2022 Omnibus Incentive Plan to increase the number of shares of the Company’s common stock available for awards thereunder by 1,000,000 shares to 1,500,000 shares (“Proposal 6”); 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, for every ONE year as to the frequency of Say-on-Pay votes, FOR the ratification of the independent auditors, FOR the amendment of our Restated Certificate of Incorporation, and FOR the amendment to the Limoneira Company 2022 Omnibus Incentive Plan.

Stockholders of record at the close of business on January 31, 2024, 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 10 days preceding the Annual Meeting at our principal executive offices at 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 15, 2024 to stockholders of record at the close of business on January 31, 2024.

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 March 25, 2024.

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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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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