Shareholders at Limoneira (NASDAQ: LMNR) approve board, pay and auditor

Rhea-AI Filing Summary

Limoneira Company held its annual meeting, where 79.46% of voting power was represented, satisfying quorum requirements. Stockholders elected Elizabeth Mora and Peter J. Nolan to three-year board terms, with Nolan receiving 10,941,016.61 votes for and Mora 6,186,379.61 votes for. An advisory vote on executive compensation passed, with 8,401,153.04 shares voting for and 2,176,063.58 against. Stockholders also ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending October 31, 2026, with 14,440,149.61 votes for and limited opposition.

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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

March 25, 2026

Date of Report (date of earliest event reported)

Limoneira Company

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-34755		77-0260692
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1141 Cummings Road

Santa Paula, CA 93060

(Address of Principal Executive Offices) (Zip Code) 

(805) 525-5541

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ 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	LMNR	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07 Submission of Matters to a Vote of Security Holders

On March 25, 2026, Limoneira Company, a Delaware corporation (the “Company”), held its Annual Meeting at 10:00 a.m. Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060. A total of 18,130,967 shares of the Company’s Common Stock, par value $0.01 per share, each of which is entitled to one (1) vote (“Common Stock”); 14,790 shares of its Series B 8.75% Convertible Preferred Stock, par value $100.00 per share, each of which is entitled to ten (10) votes for a total of 147,900 (“Series B Preferred Stock”); and 9,300 shares of its Series B-2 4% Convertible Preferred Stock, par value $100.00 per share, each of which is entitled to one (1) vote (“Series B-2 Preferred Stock”), were issued, outstanding, and entitled to vote as of January 30, 2026, the record date for the Annual Meeting. There were 14,364,925.61 shares of Common Stock and 14,790 shares (or 147,900 votes) of Series B Preferred Stock present, in person or by proxy, at the Annual Meeting, representing 79.46% of the total shares of capital stock outstanding, which constituted a quorum.

The stockholders were asked to vote on three (3) proposals, with Common Stock, Series B Preferred Stock, and Series B-2 Preferred Stock voting together as a single class for all the proposals. Set forth below are the matters acted upon by the stockholders and the final voting results of each such proposal.

Proposal 1: Election of Directors

The following votes were cast with respect to the election of the following nominees as directors of the Company to hold office for a three-year term, ending at the 2029 Annual Meeting of Stockholders:

Shares Voted
	For	Withheld	Broker Non-Votes
Elizabeth Mora	6,186,379.61	4,921,044.00	3,413,762.00
Peter J. Nolan	10,941,016.61	149,387.00	3,413,762.00

Based on the votes set forth above, each of the nominees listed above was duly elected to serve as a director of the Company for a three-year term, ending at the 2029 Annual Meeting of Stockholders.

Proposal 2: Advisory Vote on Executive Compensation

The following votes were cast with respect to the non-binding, advisory vote on compensation of the named executive officers, as disclosed in the Company’s proxy statement pursuant to Item 402 of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended:

Shares Voted
For	Against	Abstain	Broker Non-Votes
8,401,153.04	2,176,063.58	521,847.00	3,413,762.00

Based on the votes set forth above, the compensation of the named executive officers was approved by the stockholders on a non-binding, advisory basis.

Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm

The following votes were cast with respect to the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2026:

Shares Voted
For	Against	Abstain
14,440,149.61	35,825.00	36,851.00

Based on the votes set forth above, the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2026 was duly ratified by the stockholders.

Item 9.01 Financial Statements and Exhibits

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.

Dated: March 27, 2026	LIMONEIRA COMPANY
		By:	/s/ Gregory C. Hamm
			Gregory C. Hamm
			Vice President, Chief Financial Officer and Treasurer

FAQ

What did Limoneira (LMNR) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing two directors, approving executive compensation on an advisory basis, and ratifying Deloitte & Touche LLP as independent auditor. All three proposals received sufficient support to pass based on the reported vote totals.

Were Limoneira (LMNR) directors re-elected at the 2026 annual meeting?

Yes. Stockholders elected Elizabeth Mora and Peter J. Nolan to three-year terms ending at the 2029 annual meeting. Nolan received 10,941,016.61 votes for, while Mora received 6,186,379.61 votes for, and both secured enough support to continue serving on the board.

How did Limoneira (LMNR) shareholders vote on executive compensation in 2026?

Shareholders approved the non-binding advisory vote on executive compensation. There were 8,401,153.04 shares voted for the pay program, 2,176,063.58 against, and 521,847.00 abstentions, with 3,413,762.00 broker non-votes reported on this proposal.

Did Limoneira (LMNR) shareholders ratify Deloitte & Touche as auditor?

Yes. Stockholders ratified Deloitte & Touche LLP as Limoneira’s independent registered public accounting firm for the fiscal year ending October 31, 2026. The vote was 14,440,149.61 shares for, 35,825.00 against, and 36,851.00 abstaining, indicating strong overall support.

What level of shareholder participation did Limoneira (LMNR) report for the 2026 meeting?

The company reported 14,364,925.61 shares of common stock and 14,790 shares of Series B preferred stock present in person or by proxy. This represented 79.46% of total capital stock outstanding as of the record date, which met the quorum requirement for conducting business.

Which share classes were entitled to vote at Limoneira’s 2026 annual meeting?

Voting rights covered common stock, Series B 8.75% convertible preferred stock, and Series B-2 4% convertible preferred stock. Common shares carried one vote each, Series B preferred ten votes per share, and Series B-2 preferred one vote per share, all voting together as a single class.

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB