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Cadiz Inc. (NASDAQ: CDZI) expands authorized shares and reports 2026 vote results

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cadiz Inc. amended its certificate of incorporation to increase its authorized common stock from 100,000,000 to 125,000,000, following stockholder approval at the 2026 annual meeting held on June 18, 2026.

At the meeting, 60,318,605 shares were present or represented by proxy and entitled to vote. Each listed director nominee received more than 52 million votes in favor, with 7,688,475 broker non-votes. Additional proposals on the ballot also received tens of millions of votes for, with comparatively small against and abstain totals, indicating broad stockholder support for the company’s agenda.

Positive

  • None.

Negative

  • None.

Insights

Cadiz secured stockholder approval to expand share authorization while re-electing its board with wide support.

Cadiz Inc. increased its authorized common shares from 100,000,000 to 125,000,000 via a certificate of amendment approved at the 2026 annual meeting. This change gives the board additional flexibility for future equity-related actions such as financings, equity compensation, or acquisitions, though no specific transaction is described here.

All named director nominees received more than 52 million votes for, alongside 7,688,475 broker non-votes, suggesting broad backing from voting shareholders. Other proposals on the agenda also drew large majorities in favor relative to against and abstain votes. Overall, these developments are structurally important but routine for a public company, and do not by themselves signal a shift in the company’s financial performance or strategy.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common stock before amendment 100,000,000 shares Prior to June 18, 2026 certificate amendment
Authorized common stock after amendment 125,000,000 shares As amended on June 18, 2026
Shares represented at 2026 annual meeting 60,318,605 shares Present virtually or by proxy and entitled to vote
Director nominee votes for (example) 52,394,906 votes Votes for Susan Kennedy as director, 2026 meeting
Broker non-votes on director elections 7,688,475 votes Consistent broker non-votes for each director nominee
Proposal votes for (example) 58,927,534 votes Votes for a 2026 annual meeting proposal
Another proposal votes for 59,131,415 votes Votes for a separate 2026 annual meeting proposal
Proposal with broker non-votes 51,626,262 votes for; 7,688,475 broker non-votes One proposal at 2026 annual meeting
Certificate of Amendment of Certificate of Incorporation regulatory
"filed a Certificate of Amendment of Certificate of Incorporation of the Company"
broker non-votes financial
"VOTES WITHHELD | BROKER NON-VOTES Stephen E. Courter | 52,268,977"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
definitive proxy statement regulatory
"see “Proposal 2 – Amendment to Certificate of Incorporation” of the Company’s definitive proxy statement"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Emerging growth company regulatory
"Emerging growth company Item 5.03 Amendments to Articles of Incorporation"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
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Understanding 8-K Material Events →
false 0000727273 0000727273 2026-06-18 2026-06-18 0000727273 cdzi:CommonStockParValue001PerShareCustomMember 2026-06-18 2026-06-18 0000727273 cdzi:DepositarySharesCustomMember 2026-06-18 2026-06-18
 
United States
Securities and Exchange Commission
 
Washington, D. C. 20549
 
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): 
June 18, 2026
 
Cadiz Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
  
001-40579
  
77-0313235
(State or Other Jurisdiction
of Incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
 
550 S. Hope Street, Suite 2850
Los Angeles, California
  
90071
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (213) 271-1600
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
 
Trading Symbol(s)
  
Name of each exchange
on which registered
 
Common Stock, par value $0.01 per share
 
  
 
CDZI
  
 
The NASDAQ Global Market
 
Depositary Shares (each representing a 1/1000th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share)
 
  
 
CDZIP
  
 
The NASDAQ Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 
 
Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Amendment to Certificate of Incorporation
 
On June 18, 2026, Cadiz Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 100,000,000 to 125,000,000.
 
As disclosed in item 5.07 of this Current Report on Form 8-K, the Amendment to Certificate of Incorporation was approved by the Company’s stockholders at the Company’s 2026 annual meeting of stockholders held on June 18, 2026 (the “Annual Meeting”). For a description of the Amendment to Certificate of Incorporation, see “Proposal 2 – Amendment to Certificate of Incorporation” of the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (“SEC”) on April 30, 2026.
 
The foregoing description of the Amendment to Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to Certificate of Incorporation, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. 
 
 
Item 5.07  Submission of Matters to a Vote of Security Holders
 
On June 18, 2026, the Company held its 2026 Annual Meeting of Stockholders.  The number of shares present virtually or represented by proxy and entitled to vote at said meeting was 60,318,605.
 
 
i.
The following directors were elected at the meeting:
 
NOMINEE
VOTES FOR
VOTES WITHHELD
   BROKER
NON-VOTES
Stephen E. Courter
52,268,977
361,153
7,688,475
Maria Dreyfus
52,358,438
271,692
7,688,475
Maria Echaveste
52,278,900
351,230
7,688,475
Winston Hickox
52,294,735
335,395
7,688,475
Susan Kennedy
52,394,906
235,224
7,688,475
Barbara A. Lloyd
52,364,731
265,399
7,688,475
Kenneth T. Lombard
52,372,184
257,946
7,688,475
David O’Hara
52,442,228
187,902
7,688,475
Richard Polanco
52,306,233
323,897
7,688,475
 
 
 
ii.
The amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock was approved by the following vote:
 
 
VOTES
FOR:
58,927,534
AGAINST:
335,574
ABSTAIN:
1,055,497
 
 
 
 
 
iii.
PricewaterhouseCoopers LLP was approved as the Company’s independent auditors for the fiscal year 2026 by the following vote:
 
 
VOTES
FOR:
59,131,415
AGAINST:
1,174,256
ABSTAIN:
12,934
 
 
 
iv.
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following vote:
 
 
VOTES
FOR:
51,626,262
AGAINST:
959,823
ABSTAIN:
44,045
BROKER NON-VOTES:
7,688,475
 
 
Item 9.01         Financial Statements and Exhibits
 
(d) Exhibits
 
3.1   Amendment to Certificate of Incorporation
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
CADIZ INC.
     
 
By:
/s/ Stanley E. Speer
   
Stanley E. Speer
   
Chief Financial Officer
 
Date:  June 23, 2026
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What corporate change did Cadiz Inc. (CDZI) approve at the 2026 annual meeting?

Cadiz Inc. approved an amendment to its certificate of incorporation increasing authorized common stock from 100,000,000 to 125,000,000. This expands the number of shares the company may issue in the future for potential financings, equity compensation plans, or other corporate purposes.

How many shares were represented at Cadiz Inc.’s 2026 annual stockholders meeting?

A total of 60,318,605 shares were present virtually or represented by proxy and entitled to vote at Cadiz Inc.’s 2026 annual meeting. This figure reflects the voting base participating in director elections and other proposals considered at the meeting.

How did director nominees fare in the 2026 Cadiz Inc. (CDZI) stockholder vote?

Each named director nominee received over 52 million votes for, with relatively few votes withheld and 7,688,475 broker non-votes. This pattern indicates stockholders supported retaining the full slate of directors listed in the meeting results table.

What were the voting results for non-director proposals at Cadiz Inc.’s 2026 meeting?

Non-director proposals received strong support, including one with 58,927,534 votes for, 335,574 against, and 1,055,497 abstain, and another with 59,131,415 for, 1,174,256 against, and 12,934 abstain. A further proposal drew 51,626,262 for and 7,688,475 broker non-votes.

Where can investors find the full text of Cadiz Inc.’s charter amendment?

The full text of the amendment to Cadiz Inc.’s certificate of incorporation is filed as Exhibit 3.1 to the report and incorporated by reference. Investors can review that exhibit to see the precise language governing the increased authorized common stock.

Which securities of Cadiz Inc. are listed on the NASDAQ Global Market?

Cadiz Inc. lists its common stock, par value $0.01 per share, under the symbol CDZI on the NASDAQ Global Market. It also lists depositary shares representing a 1/1000 interest in 8.875% Series A Cumulative Perpetual Preferred Stock under the symbol CDZIP.

Filing Exhibits & Attachments

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