Cadiz boosts authorized common shares to 125M

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.

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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.

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.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

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, or exhibit attachments filed with this report.

Key Figures

Authorized common stock before amendment: 100,000,000 shares Authorized common stock after amendment: 125,000,000 shares Shares represented at 2026 annual meeting: 60,318,605 shares +5 more

8 metrics

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

Key Terms

Certificate of Amendment of Certificate of Incorporation, broker non-votes, definitive proxy statement, Emerging growth company, +1 more

5 terms

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

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Accepted by SEC EDGAR 06/23/2026 - 03:42 PM EDT

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 1/1000^th 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.

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

Filing Exhibits & Attachments

5 documents

Cadiz boosts authorized common shares to 125M

Rhea-AI Filing Summary