false
0001342423
0001342423
2026-10-21
2026-10-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
October 21, 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)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Ryan M. Young as Executive
Vice President and Chief Operating Officer
On October 21, 2026, the
Board of Directors of the Company (the “Board”) appointed Ryan M. Young (age 51) as Executive Vice President and Chief Operating
Officer of the Company, effective November 9, 2026. A copy of the press release announcing the appointment of Mr. Young is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Prior to joining the Company,
Mr. Young served as Senior Vice President of Operations of Sun Pacific Shippers LP from 2023 to 2026. Prior to that role, Mr. Young served
as Senior Vice President of Plant Operations of Grimmway Enterprises from 2021 to 2023, as Vice President of Carrot Operations of Grimmway
Enterprises from 2020 to 2021, as General Manager of the Fresh Division of Grimmway Enterprises from 2014 to 2020, and as Organic Fresh
Manager of Grimmway Enterprises from 2008 to 2014. Mr. Young also served as Plant Manager of the West Plant of Wm. Bolthouse Farms Inc.
from 2007 to 2008, as Plant Manager of Food Service Shipping/Warehousing Manager of Wm. Bolthouse Farms Inc. from 2000 to 2007, and as
Production Supervisor of Wm. Bolthouse Farms Inc. from 1999 to 2000. Mr. Young has served as a member of the Board of Directors for California
Citrus Mutual since 2023, and he has served as a member of the Board of Directors for California Kiwifruit Administrative Committee since
2024. Mr. Young also served as a member of the Board of Directors for Golden Empire Gleaners from 2013 to 2019. Mr. Young is a graduate
of the University of California, Davis where he earned a Bachelor of Science in Agricultural and Managerial Economics.
Pursuant to an offer letter
entered into with the Company, Ryan M. Young will serve as the Company’s Executive Vice President and Chief Operating Officer on
an at-will basis and will receive an annual base salary of $560,000. Mr. Young will be eligible to participate in the Company’s
annual incentive compensation program with a target bonus opportunity equal to 65% of his annual base salary, based on the achievement
of corporate performance goals and individual performance objectives established by the Compensation Committee of the Board. In addition,
Mr. Young will receive a one-time equity award with an aggregate grant date value of $650,000, consisting of (i) a time-based equity award
with a grant date value of $325,000, which vests in three equal annual installments beginning on the first anniversary of the grant date,
and (ii) a performance-based equity award with a grant date value of $325,000, the vesting of which is subject to the achievement of specified
performance goals over a two-year performance period. The Company has also agreed to reimburse up to $10,000 of Mr. Young’s relocation
expenses and provide a temporary housing stipend of $4,000 per month for the first 12 months of his employment.
In connection with his
appointment, Mr. Young entered into a Change in Control Agreement with the Company. Under the Change in Control Agreement, if Mr. Young’s
employment is terminated by the Company without Cause or by Mr. Young for Good Reason during the period specified in the Change in Control
Agreement in connection with a Change in Control, and subject to his execution and non-revocation of a release of claims, Mr. Young will
be entitled to receive a lump-sum cash payment equal to two times his annual base salary (determined as the greater of his annual base
salary in effect immediately prior to the Change in Control or immediately prior to termination) and continued payment or reimbursement
of COBRA premiums for up to 24 months.
The foregoing descriptions
of the Offer Letter and the Change in Control Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form
8-K and incorporated herein by reference.
Other than as described
above, there are no arrangements or understandings between Mr. Young and any other person pursuant to which he was appointed as Executive
Vice President and Chief Operating Officer of the Company. There are no family relationships between Mr. Young and any director or executive
officer of the Company, and the Company has not entered into any transaction with Mr. Young requiring disclosure under Item 404(a) of
Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| 99.1 |
Limoneira Company Press Release dated October 22, 2026 |
| 10.1 |
Offer Letter between Limoneira Company and Ryan M. Young, dated October 13, 2026 |
| 10.2 |
Change in Control Agreement between Limoneira Company and Ryan M. Young, dated October 21, 2026 |
| 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: October 22, 2026 |
LIMONEIRA COMPANY |
| |
|
|
| |
By: |
/s/ Gregory C. Hamm |
| |
|
Gregory C. Hamm |
| |
|
Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
Exhibit 99.1
Limoneira Appoints Ryan Young as Chief Operating Officer
Produce operations executive brings more than 25 years of experience
across packing, distribution and supply chain management
SANTA PAULA, Calif.--(BUSINESS WIRE)—October 22, 2026-- Limoneira
Company (the “Company” or “Limoneira”) (Nasdaq: LMNR), a diversified lemon and avocado growing and lemon packing
company with related agribusiness activities and real estate development operations, today announced the appointment of Ryan Young as
Executive Vice President and Chief Operating Officer, effective November 9, 2026. In this role, Young will report to the Chief Executive
Officer and will be responsible for leading and coordinating Limoneira's farming and packing operations, technology, organic recycling,
and residential and commercial real estate rental operations.
Young brings more than 25 years of operations experience in fresh produce
and food production. Most recently, he served as Senior Vice President of Operations at Sun Pacific Shippers LP, a role he held beginning
in 2023, with oversight of eight packing, warehouse and distribution facilities in California’s San Joaquin Valley, and more than
2,000 employees.
Before joining Sun Pacific, Young spent 15 years at Grimmway Enterprises,
where he progressed from Organic Fresh Manager to Senior Vice President of Plant Operations. In that role, he held enterprise operating
responsibility across five business divisions and nine production facilities and served as a member of the executive leadership team.
Earlier in his career, he held production, warehouse and plant management roles at Wm. Bolthouse Farms Inc.
Young holds a Bachelor of Science degree in Agricultural and Managerial
Economics from the University of California, Davis. He serves on the board of directors of California Citrus Mutual and on the California
Kiwifruit Administrative Committee.
“Ryan has spent his career running large, multi-site fresh produce
operations, from packing and distribution to food safety and quality systems. That depth of operating experience will serve Limoneira
well, and I look forward to working with him as we advance the Company’s operating priorities of redeploying capital into higher-return
opportunities across our core agribusiness and real estate platforms,” stated Harold Edwards, President and Chief Executive Officer
of Limoneira.
“Limoneira has built a trusted name through generations of excellence
in citrus, and the company is well positioned to grow its avocado business while continuing to strengthen its leadership in lemons through
its strategic partnership with Sunkist. I am honored to join the team and look forward to working closely with colleagues across the organization
to drive operational execution as we serve our customers across both categories,” stated Ryan Young, Chief Operating Officer.
About Limoneira Company
Limoneira Company, a 133-year-old international agribusiness headquartered
in Santa Paula, California, has become one of the premier integrated agribusinesses in the world. Limoneira (lē moñ âra)
is a dedicated sustainability company with 7,000 acres of rich agricultural lands, real estate properties, and water rights in California,
Arizona and Argentina. The Company is a leading producer of lemons and avocados that are enjoyed throughout the world. For more about
Limoneira Company, visit www.limoneira.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on Limoneira’s current expectations about future events and can be identified by terms such as “could,”
“expect,” “may,” “anticipate,” “outlook,” “plans,” “intend,” “should,”
“will,” “likely,” “strive,” and similar expressions referring to future periods.
Limoneira believes the expectations reflected in the forward-looking
statements are reasonable but cannot guarantee future results, level of activity, performance or achievements. Actual results may differ
materially from those expressed or implied in the forward-looking statements. Therefore, Limoneira cautions you against relying on any
of these forward-looking statements. Factors that may cause future outcomes to differ materially from those foreseen in forward-looking
statements include, but are not limited to: success in executing the Company’s business plans and strategies; changes in laws, regulations,
rules, quotas, tariffs and import laws; weather conditions that affect production, transportation, storage, import and export of fresh
produce; increased pressure from crop disease, insects and other pests; disruption of water supplies or changes in water allocations;
disruption in the global supply chain; pricing and supply of raw materials and products; market responses to industry volume pressures;
pricing and supply of energy; inability to pay debt obligations; ability to maintain compliance with debt covenants under our loan agreements
or obtain modifications, waivers or deferrals of such covenants; changes in interest rates and the impact of inflation; availability of
financing for land development activities; general economic conditions for residential and commercial real estate development; political
changes and economic crises; international conflict; acts of terrorism; labor disruptions, strikes or work stoppages; government restrictions
on land use; the impact of foreign exchange rate movements; loss of important intellectual property rights; and market and pricing risks
due to concentrated ownership of stock. Other risks and uncertainties include those that are described in Limoneira’s SEC filings
that are available on the SEC’s website at http://www.sec.gov. Limoneira undertakes no obligation to subsequently update or revise
the forward-looking statements made in this press release, except as required by law.
Investors
John Mills
Managing Partner, ICR
646-277-1254
