Filed by a party other than the registranto
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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12, 2021
our stockholders, Board of Directors and employees, the Annual Meeting will be a virtual meeting conducted solely online via live webcast communication. This means that you will be able to participate in the Annual Meeting and vote during the Annual Meeting via live webcast by visiting www.meetingcenter.io/271870547, Password LMNR2021. You will not be able to attend the Annual Meeting in person. To participate in the Annual Meeting, registered stockholders will need the control number included on their proxy card and all other stockholders will need to follow the instructions that accompanied their proxy materials.
Chairman
12, 2021
23, 2021
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12, 2021 to stockholders of record at the close of business on February 1, 2021.
You will be required to bring certain documents with you to be admitted to the Annual Meeting. 22, 2021.
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12, 2021.
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Check-in Procedure for Attending
Stockholders of Record. live via the Internet. You will
Beneficial Owners.Common Stock, how do I vote?
Voting in Person at the Annual Meeting
Stockholders of Record.Stockholders of record may vote their shares in person at the Annual Meeting by ballot. Each proposal has a separate ballot.
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Beneficial Owners. If you hold your shares in street name, your bank, broker or their appointed agent is forwarding these proxy materials to you. Because your name does not appear on the share register of the Company, you will not be able to vote in person at the Annual Meeting unless you request a legal proxy from your bank or broker and bring it with you to the Annual Meeting.
APPOINTMENT OF PROXY
Stockholders of Record. We encourage you to appoint a proxy to vote on your behalf by promptly submitting a proxy by telephone, internet or the enclosed proxy card, which is solicited by the Company’s Board of Directors, which we refer to as the Board or our Board. Our Board has designated the persons named in the proxy as proxies. The designated proxies are officers of the Company. They will vote as directed by the completed proxy.
There are three ways to vote by proxy:
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing; c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Usecan use any touch-tone telephone to transmit your voting instructions up until11:59 P.M., PACIFIC TIME, ON MARCH 23, 2020. voting is announced to be closed during the Annual Meeting. Have your proxy card in hand when you call and then follow the instructions.
Use
change my vote?”
Stockholders
If you wishwant to change your vote, you may do so by revokingrevoke your proxy by:
Beneficial Owners. If you hold your shares in street name, your bank, broker or its appointed agent is forwarding these proxy materials to you. You should also have received a voter instruction card instead of a proxy. Your bank or broker will vote your shares as you instruct on the voter instruction card. We strongly encourage you to promptly complete and return your voter instruction card to your bank or broker in accordance with its instructions so that your shares are voted. As described above, you may also request a legal proxy from your bank or broker to vote in person at the Annual Meeting.
Voting by the Designated Proxies
The persons who are the designated proxies will vote as you direct in your proxy or voter instruction card. Please note that proxies returned without voting directions, and without specifying a proxy to attend the Annual Meeting and vote on your behalf, will be voted by the proxies designated by our Board in accordance with the recommendations of our Board. Our Board recommends:
Revocation of Proxy
You may revoke or change your proxy before the Annual Meeting by:
Any written notice of revocation must be sent to the attention of -meeting to: Mark Palamountain, Chief Financial Officer, Treasurer and Corporate Secretary, Limoneira Company, 1141 Cummings Road, Santa Paula, California 93060 or by facsimile to (805) 525-8211.
7
Elizabeth Blanchard Chess.
Water Users Authority. Mr. Sawyer was corporate secretary for The Samuel Edwards Associates from 1977 to 1981, a director of The Samuel Edwards Associates from 1981 to 1985, and a director of the Santa Paula Citrus Fruit Association. He is also a trustee of the Limoneira Foundation and a director of Farmers Irrigation Company. Mr. Sawyer graduated from the University of California at Santa Cruz where he earned a Bachelor of Arts degree in music in 1972, and from Northwestern School of Law of Lewis & Clark College where he earned his Juris Doctor degree in 1975.
Directors Not Up for Re-Election
The following paragraphs describe the business experience and education of our Class I and II directors (not standing for re-election).
Harold S. Edwards. Mr. Edwards has served as a director of the Company since 2009. Mr. Edwards has been President and Chief Executive Officer of the Company since November 2003. Previously, Mr. Edwards was the president of Puritan Medical Products, a division of Airgas Inc. Prior to that, Mr. Edwards held management positions with Fisher Scientific International, Inc., Cargill, Inc., Agribrands International and the Ralston Purina Company. Mr. Edwards is currently a member of the board of directors of Compass Group Diversified Holdings LLC, a company listed on the New York Stock Exchange, and Calavo Growers, Inc., a company listed on the NASDAQ Global Select Market. Mr. Edwards is a graduate of Lewis and Clark College and the Thunderbird School of Global Management where he earned a Master of Business Administration degree.
As the President and Chief Executive Officer of the Company, Mr. Edwards brings to our Board an intimate understanding of our business and operations. Mr. Edwards provides our Board with Company-specific experience and expertise, in addition to his substantial experience as a chief executive officer and senior executive across a variety of industries.
Gordon E. Kimball. Mr. Kimball has served as a director of the Company since 1995 and has served as Chairman of the Board since November 2014. Mr. Kimball has been president of Kimball Engineering, Inc., which provides car design and production services, since 1994. He is also managing partner of Kimball Ranches, a 110-acre avocado ranch near Santa Paula, California. Prior to that, Mr. Kimball designed Formula One race cars in England and Italy for Mclaren International, Ferrari and Benetton Racing from 1984 to 1992. Prior to that, he designed Indianapolis race cars for Parnelli Jones, Chaparral and Patrick racing teams from 1976 to 1983. Mr. Kimball graduated from Stanford University where he earned his Bachelor of Science and Master of Science degrees in mechanical engineering.
Mr. Kimball’s experience as an entrepreneur and producer of avocados provides our Board with focused and insightful operational experience and leadership.
John W. H. Merriman. Mr. Merriman has served as a director of the Company since 1991. He currently serves as SAS Consultant to Kaiser Permanente Actuarial Services, since 2014. Mr. Merriman is president of Merriman Consulting, a SAS consultancy; prior clients include University of Texas, Medical Branch, Allianz, American Express, Bank of America, Kaiser Physicians Medical Group, Pearl S. Buck Foundation, Fireman’s Fund, and ALCO Partners. Mr. Merriman served as a SAS Consultant for Macys.com (2006-2008) and Wells Fargo & Co. Risk Management (1996-2005, 2009-2010) and WellsFargo.com’s Digital Channels Fraud Risk Analytics (2013-2014). Mr. Merriman served as president of Spyglass Ridge Association, a mutual benefit non-profit corporation (2009-2013). Mr. Merriman serves as a trustee of the Limoneira Foundation. Mr. Merriman majored in viticulture at Santa Rosa Junior College and studied enology at Edmeades Vineyards (1978-1980). Mr. Merriman is a Vietnam War Veteran where he served in the United States Marine Corps as an IBM systems programmer. He graduated from Computer Science School, Quantico, Virginia, in 1973.
With 40 combined years of corporate management, systems consulting, and oversight experience in the positions discussed above, Mr. Merriman brings to our Board a deep understanding of our culture, compensation policies and governance and provides valuable leadership and insight in such areas.
With his significant experience in the water field, Mr. Slater brings vast knowledge to the Board and the Company to assist them in, among other things, continued stewardship and management of the Company’s water assets.
Edgar A. Terry. Mr. Terry has served as a director of the Company since October 2017. Since 1982, Mr. Terry has worked for his family company, Terry Farms, Inc., which produces various vegetable and strawberry crops in Ventura County, California; he currently serves as its President and Chief Financial Officer (1990-Present). Additionally, he serves as President of Willal, Inc. (1990-Present) and as Vice President of Rancho Adobe, Inc. (1990-Present). Mr. Terry also teaches corporate finance at California Lutheran University (1987-Present). In the past, Mr. Terry served as President of the Ventura County Farm Bureau (2001-2003) and as Chief Financial Officer of the District 63 Umpire Association (2006-2013). Mr. Terry currently serves as a director (and on various committees) on a number of companies and other entities, including; Terry Farms Inc.; Federal Farm System Audit Committee; CoBank; Willal, Inc.; Rancho Adobe, Inc.; Ventura County Irrigated Lands Group; Ventura County Fair Foundation and the Center for Economic Forecasting Advisory Board at California Lutheran University. Mr. Terry is a graduate of California Lutheran University where he earned a Bachelor of Science degree and a Master of Business Administration degree.
Mr. Terry’s extensive experience in, and knowledge of agribusiness, finance, and the Ventura County community provides the Board with important knowledge and perspective regarding the responsible use of the Company’s land and water resources, technical and financial expertise, and community relations.
Fees Earned or | Stock | Total | ||||||||||
Name | Paid in Cash ($) | Awards ($) (1) | Compensation | |||||||||
Elizabeth Blanchard Chess | $ | 57,780 | $ | 38,520 | $ | 96,300 | ||||||
Gordon E. Kimball | $ | 81,000 | $ | 54,000 | $ | 135,000 | ||||||
John W. H. Merriman | $ | 58,800 | $ | 39,200 | $ | 98,000 | ||||||
Donald R. Rudkin | $ | 63,900 | $ | 42,600 | $ | 106,500 | ||||||
Robert M. Sawyer | $ | 63,840 | $ | 42,560 | $ | 106,400 | ||||||
Scott S. Slater | $ | 0 | $ | 82,600 | $ | 82,600 | ||||||
Edgar A. Terry | $ | 58,740 | $ | 39,160 | $ | 97,900 |
2020:
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Total Compensation | | |||||||||
Elizabeth Blanchard Chess | | | | $ | 60,091 | | | | | $ | 40,061 | | | | | $ | 100,152 | | |
Gordon E. Kimball | | | | $ | 84,240 | | | | | $ | 56,160 | | | | | $ | 140,400 | | |
John W. H. Merriman | | | | $ | 61,152 | | | | | $ | 40,768 | | | | | $ | 101,920 | | |
Donald R. Rudkin | | | | $ | 66,456 | | | | | $ | 44,304 | | | | | $ | 110,760 | | |
Robert M. Sawyer | | | | $ | 60,861 | | | | | $ | 49,795 | | | | | $ | 110,656 | | |
Scott S. Slater | | | | $ | 0 | | | | | $ | 85,904 | | | | | $ | 85,904 | | |
Edgar A. Terry | | | | $ | 61,090 | | | | | $ | 40,726 | | | | | $ | 101,816 | | |
necessary.
In addition, the Company formed a risk management committee in January 2021 with the purpose of assisting the Board in fulfilling its risk management oversight responsibility regarding the identification, evaluation, and mitigation of operational, strategic, and external environment risks. The risk management committee charter requires the committee to review and recommend approval to the Board risk management policies and associated frameworks, processes and practices. The risk management committee coordinates with the audit and finance committee in instances where they is any overlap with audit activities. The risk management committee makes regular reports to the Board.
The nominating and corporate governance committee is also responsible for overseeing
12
Certain Relationships and Related Transactions and Director Independence
February 1, 2021.
Lecil E. Cole Lemon Packing
Cadiz Real Estate, LLC Property Lease.entered a long-term lease agreement (the “Lease”) with Cadiz Real Estate, LLC (“Cadiz”) is, a wholly owned subsidiary of Cadiz, Inc. In fiscal year 2013, the Company and Cadiz entered into a long-term lease agreement (the “Lease”), and currently leases 670 acres located in eastern San Bernardino County, California. The initial term of the Lease is for 20 years with
Board, is the managing member and 64% owner of Freska Produce International, LLC, (“Freska”). During fiscal 2020, the Company, directly and through its joint venture Limco Del Mar, Ltd. (“Del Mar”), marketed approximately 450,000 pounds and 200,000 pounds of avocado, respectively, through Freska pursuant to a marketing agreement. For fiscal year 2020, Freska paid the Company approximately $0.5 million and paid Limco Del Mar approximately $0.2 million with respect to avocados marketed by Freska.
Perpetual Power LLC2020.
fiscal year 2020.
Our
other specifically designated employees of the Company (collectively, “Pre-Clearance Persons”) from engaging in certain short-term or speculative transactions in securities issued by the Company (“Covered Securities”).
and Committees
Executive sessions for committees are presided over by each committee chair.
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Name | | | Age | | | Class | | | Position | |
Elizabeth Blanchard Chess | | | 72 | | | Class III | | | Director | |
Harold S. Edwards | | | | | Class I | | | Director, President and Chief Executive Officer | | |
Amy Fukutomi | | | 54 | | | Class II | | | Director, Director of Compliance & Business Development | |
Gordon E. Kimball | | | 68 | | | Class II | | | Chairperson, Director | |
Jesus “Chuy” Loza | | | 51 | | | Class II | | | Director | |
John W. H. Merriman | | | 68 | | | Class I | | | Director | |
Mark Palamountain | | | | | | | Chief Financial Officer, Treasurer and Corporate Secretary | |||
Donald R. Rudkin | | | | | Class III | | | Director | | |
Robert M. Sawyer | | | | | Class III | | Director | | ||
Scott S. Slater | | | | | Class II | | | Director | | |
Alex M. Teague | | | 57 | | | — | | | Senior Vice President & Chief Operating Officer | |
Edgar A. Terry | | | | | Class I | | | Director | |
Finance.
Our
the provisions of the Bylaws and the terms of the respective committee charters. Each of the audit and finance committee, compensation committee and nominating and corporate governance committee may not delegate any of its authority to subcommittees unless otherwise authorized by the Board. Additionally, theThe Board also has an executive committee,committee. In January 2021, the Board evaluated its advisory committees and retired the farming advisory committee and the water advisory committee, and appointed the risk management committee, the marketing committee, and the philanthropy advisory committee. Copies of the charters for each of the audit and finance committee, compensation committee and nominating and corporate governance committee are available on our website at www.limoneira.com
2020.
2020.
17
corporate governance committee oversees compliance with the code of ethics and monitors developments in the law and in corporate governance. Additionally, the nominating and corporate governance committee is responsible for overseeing the Company’s environmental and social responsibility and sustainability programs and practices
2020 and conducted several interviews with candidates for two new board positions.
President and Chief Operating Officer.
stockholders. The Amended and Restated Plan has provisions relating to tax withholding and compliance with Section 409A of the Code to ensure executives are obtaining favorable tax treatment.
performance paid to our Named Executive Officers.
goals
20
President and Chief Executive Officer. The compensation committee believes that the base salary of each of the Named Executive Officers is, particularly considering each of their total compensation packages, competitive with the market.
benefit pension plan is Harold Edwards. At normal retirement age, Mr. Edwards’ anticipated monthly payment under this plan wouldwill be $81.
grant, to the extent outstanding awards granted under the Amended and Restated Plan are not assumed, converted or replaced by the resulting entity in the event of a change in control, all outstanding Options and Stock Appreciation Rights become fully exercisable, all restrictions with respect to outstanding awards lapse and become vested and non-forfeitable, and any specified performance goals with respect to outstanding awards shall be deemed to be satisfied at target.
As each
Since
Name | Number of Shares or Units of Stock That Have Not Vested (#) (1) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | ||||||
Harold Edwards | 63,735 | $ | 1,206,207 | |||||
Mark Palamountain | 31,817 | $ | 601,978 | |||||
Alex Teague | 34,213 | $ | 647,310 |
Name | | | Number of Shares or Units of Stock That Have Not Vested (#)(1)(2) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | ||||||
Harold Edwards | | | | | 95,372 | | | | | $ | 1,318,955 | | |
Mark Palamountain | | | | | 47,734 | | | | | $ | 660,161 | | |
Alex Teague | | | | | 48,526 | | | �� | | $ | 671,115 | | |
insurance, in which theinsurance. The Named Executive Officers participate in these plans on the same terms as other company employees. In addition, Company vehicles are provided to the Named Executive Officers, as well as to other members of management.20192020 fiscal year, the Company was not party to any employment agreements with any of our Named Executive Officers.–— Hedging and Pledging Policies” on page 18[18] of the proxy statement for a discussion of the Company’s hedging and pledging policies.18, 2019.31, 2020. The median employee was selected from this list. The median employee’s Total Compensation was then calculated by adding to their Annual Earnings all other compensation for fiscal year 2019,2020, which includes stock awards, non-equity incentive plan compensation, the change in pension value and nonqualified deferred compensation earnings, Company-paid life insurance premiums, profit sharing and Company contributions made under our 401(k) plan and personal usage of Company vehicles.20192020 is as follows:Median Employee Total Compensation for Fiscal Year 2019$33,197CEO Total Compensation for Fiscal Year 2019$1,640,522Ratio of Median Employee Total Compensation to CEO Total Compensation for Fiscal Year 201949:1 Median Employee Total Compensation for Fiscal Year 2020 $ 43,305 CEO Total Compensation for Fiscal Year 2020 $ 1,486,789
2020 34:1
Farmer Bros. Co., Freshpet, Inc., Inventure Foods, Inc., Landec Corporation, Lifeway Foods, Inc., MGP Ingredients, Inc., Omega Protein Corporation, S&W Seed Company, Tejon Ranch Co. and The St. Joe Company. The analysis provided by Pearl Meyer assisted the compensation committee in establishing appropriate and competitive compensation levels for its Named Executive Officers for fiscal year 2019 as the compensation committee also established a bi-annual review process for the compensation structure of the Company’s Named Executive Officers.
Risk Assessment
2018
Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||||||||
Harold Edwards, President and Chief Executive Officer (5) | 2019 | 615,379 | 970,000 | 0 | - | 55,143 | $ | 1,640,522 | ||||||||||||||||||||
2018 | $ | 588,000 | $ | 1,064,000 | $ | 141,120 | $ | - | $ | 24,798 | $ | 1,817,918 | ||||||||||||||||
2017 | $ | 560,000 | $ | 167,998 | $ | 112,000 | $ | 262 | $ | 23,454 | $ | 863,714 | ||||||||||||||||
Mark Palamountain, Chief Financial Officer, Treasurer and Corporate Secretary | 2019 | 347,783 | 486,808 | 0 | $ | - | 37,211 | 871,802 | ||||||||||||||||||||
2018 | $ | 300,000 | $ | 533,800 | $ | 72,000 | $ | - | $ | 23,803 | $ | 929,603 | ||||||||||||||||
Alex Teague, Senior Vice President | 2019 | $ | 415,090 | $ | 516,492 | 0 | - | 67,532 | 999,114 | |||||||||||||||||||
2018 | $ | 400,000 | $ | 563,500 | $ | 95,760 | $ | - | $ | 23,804 | $ | 1,083,064 |
Name and Principal Position | | | Year | | | Salary ($) | | | Stock Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) | | |||||||||||||||||||||
Harold Edwards, President and Chief Executive Officer(5) | | | | | 2020 | | | | | | 662,875 | | | | | | 754,800 | | | | | | 0 | | | | | | 1,490 | | | | | | 67,624 | | | | | | 1,486,789 | | |
| | | 2019 | | | | | | 615,379 | | | | | | 970,000 | | | | | | 0 | | | | | | 3,209 | | | | | | 55,143 | | | | | | 1,643,731 | | | ||
| | | 2018 | | | | | | 588,000 | | | | | | 1,064,000 | | | | | | 141,120 | | | | | | (1,195) | | | | | | 24,798 | | | | | | 1,816,723 | | | ||
Mark Palamountain, Chief Financial Officer, Treasurer and Corporate Secretary | | | | | 2020 | | | | | | 376,923 | | | | | | 377,400 | | | | | | 0 | | | | | | — | | | | | | 40,421 | | | | | | 794,744 | | |
| | | 2019 | | | | | | 347,783 | | | | | | 486,808 | | | | | | 0 | | | | | | — | | | | | | 37,211 | | | | | | 871,802 | | | ||
| | | 2018 | | | | | | 300,000 | | | | | | 533,800 | | | | | | 72,000 | | | | | | — | | | | | | 23,803 | | | | | | 929,603 | | | ||
Alex Teague, Chief Operating Officer and Senior Vice President | | | | | 2020 | | | | | | 446,923 | | | | | | 377,400 | | | | | | 0 | | | | | | — | | | | | | 72,848 | | | | | | 897,171 | | |
| | | 2019 | | | | | | 415,090 | | | | | | 516,492 | | | | | | 0 | | | | | | — | | | | | | 67,532 | | | | | | 999,114 | | | ||
| | | 2018 | | | | | | 400,000 | | | | | | 563,500 | | | | | | 95,760 | | | | | | — | | | | | | 23,804 | | | | | | 1,083,064 | | |
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Name | Stock Dividends | Company | Perquisites and | Insurance | ||||||||||||
Harold Edwards | 30,260 | $ | 21,200 | $ | 1,725 | $ | 1,958 | |||||||||
Mark Palamountain | 13,051 | $ | 21,200 | $ | 1,629 | $ | 1,131 | |||||||||
Alex Teague | 43,678 | $ | 21,200 | $ | 1,320 | $ | 1,334 |
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Name | | | Stock Dividends | | | Company Contributions to 401(k) ($) | | | Perquisites and Personal Benefits ($) | | | Insurance Premiums Paid by the Company ($) | | | Total | | |||||||||||||||
Harold Edwards | | | | | 40,852 | | | | | $ | 21,200 | | | | | $ | 3,685 | | | | | $ | 1,887 | | | | | $ | 67,624 | | |
Mark Palamountain | | | | | 15,106 | | | | | $ | 21,200 | | | | | $ | 3,021 | | | | | $ | 1,094 | | | | | $ | 40,421 | | |
Alex Teague | | | | | 49,109 | | | | | $ | 21,200 | | | | | $ | 1,251 | | | | | $ | 1,288 | | | | | $ | 72,848 | | |
2020
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | Estimated Future Payouts Under Equity Incentive Plan Awards (1)(3)(4) | All Other Equity Awards: Number of Shares or Units | Grant Date Fair Value of Stock Awards | |||||||||||||||||||||||||||||||
Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | ($)(5) | ||||||||||||||||||||||||||
Harold Edwards | 12/21/18 | $ | — | — | — | — | — | — | 9,413 | $ | 176,400 | |||||||||||||||||||||||
12/18/18 | 40,000 | $ | 793,6000 | |||||||||||||||||||||||||||||||
Mark Palamountain | 12/21/18 | $ | — | — | — | — | — | — | 4,803 | $ | 90,008 | |||||||||||||||||||||||
12/18/18 | 20,000 | $ | 396,8000 | |||||||||||||||||||||||||||||||
Alex Teague | 12/21/18 | $ | — | — | — | — | — | — | 6,387 | $ | 119,692 | |||||||||||||||||||||||
12/18/18 | 20,000 | $ | 396,800 |
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| | | Grant Date | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(1)(3)(4) | | | All Other Equity Awards: Number of Shares or Units | | | Grant Date Fair Value of Stock Awards(5) | | |||||||||||||||||||||||||||||||||||||||
Name | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | ||||||||||||||||||||||||||||||||||||
Harold Edwards | | | | | 12/20/19 | | | | | $ | 530,300 | | | | | $ | 662,875 | | | | | $ | 994,313 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | — | | |
| | | | | 12/20/19 | | | | | | | | | | | | | | | | | | | | | | | $ | 265,150 | | | | | $ | 331,438 | | | | | $ | 1,325,751 | | | | | | | | | | | $ | — | | |
| | | | | 12/20/19 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,000 | | | | | $ | 754,800 | | |
Harold Edwards | | | | | 12/21/18 | | | | | $ | 58,000 | | | | | $ | 147,000 | | | | | $ | 352,800 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | — | | |
| | | | | 12/21/18 | | | | | | | | | | | | | | | | | | | | | | | $ | 117,600 | | | | | $ | 205,800 | | | | | $ | 294,000 | | | | | | | | | | | $ | 176,400- | | |
| | | | | 12/21/18 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,000 | | | | | $ | 793,600 | | |
Harold Edwards | | | | | 12/22/17 | | | | | $ | 112,000 | | | | | $ | 112,000 | | | | | $ | 224,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 12/22/17 | | | | | | | | | | | | | | | | | | | | | | | $ | 168,000 | | | | | $ | 168,000 | | | | | $ | 280,000 | | | | | | | | | | | $ | 167,998 | | |
| | | | | 12/22/17 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,000 | | | | | $ | 887,600 | | |
| | | Grant Date | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(1)(3)(4) | | | All Other Equity Awards: Number of Shares or Units | | | Grant Date Fair Value of Stock Awards(5) | | |||||||||||||||||||||||||||||||||||||||
Name | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | ||||||||||||||||||||||||||||||||||||
Mark Palamountain | | | | | 12/20/19 | | | | | | 301,538 | | | | | | 376,923 | | | | | | 670,385 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
| | | | | 12/20/19 | | | | | | | | | | | | | | | | | | | | | | | | 150,769 | | | | | | 188,462 | | | | | | 753,846 | | | | | | | | | | | | — | | |
| | | | | 12/20/19 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | | $ | 377,400 | | |
Mark Palamountain | | | | | 12/21/18 | | | | | $ | 30,000 | | | | | $ | 75,000 | | | | | $ | 180,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
| | | | | 12/21/18 | | | | | | | | | | | | | | | | | | | | | | | $ | 60,000 | | | | | $ | 105,000 | | | | | $ | 150,000 | | | | | | | | | | | $ | 90,000 | | |
| | | | | 12/21/18 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | | $ | 396,800 | | |
Mark Palamountain | | | | | 12/22/17 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | | $ | 443,800 | | |
Alex Teague | | | | | 12/20/19 | | | | | | 357,538 | | | | | | 446,923 | | | | | | 670,385 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
| | | | | 12/20/19 | | | | | | | | | | | | | | | | | | | | | | | | 178,769 | | | | | | 223,462 | | | | | | 893,846 | | | | | | | | | | | | — | | |
| | | | | 12/20/19 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | | $ | 377,400 | | |
Alex Teague | | | | | 12/21/18 | | | | | $ | 40,000 | | | | | $ | 100,000 | | | | | $ | 240,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
| | | | | 12/21/18 | | | | | | | | | | | | | | | | | | | | | | | $ | 80,000 | | | | | $ | 140,000 | | | | | $ | 200,000 | | | | | | | | | | | $ | 119,700 | | |
| | | | | 12/21/18 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | | $ | 396,8000 | | |
Alex Teague | | | | | 12/22/17 | | | | | $ | 76,000 | | | | | $ | 76,000 | | | | | $ | 152,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | — | | |
| | | | | 12/22/17 | | | | | | | | | | | | | | | | | | | | | | | $ | 114,000 | | | | | $ | 114,000 | | | | | $ | 190,000 | | | | | | | | | | | $ | 114,003 | | |
| | | | | 12/22/17 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,000 | | | | | $ | 443,800 | | |
Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | ||||||
Harold Edwards (2) | 63,753 | $ | 1,206,207 | |||||
Mark Palamountain (3) | 31,817 | $ | 601,978 | |||||
Alex Teague (4) | 34,213 | $ | 647,310 |
Name | | | Discretionary Awards That Have Not Yet Vest (#) | | | Market Value of Shares That Have Not Yet Vest ($)(1) | | | Performance Awards That Have Not Yet Vest (#) | | | Market Value of Shares That Have Not Yet Vest ($)(1) | | ||||||||||||
Harold Edwards(2) | | | | | 55,999 | | | | | $ | 775,026 | | | | | | 4,706 | | | | | $ | 73,649 | | |
Mark Palamountain(3) | | | | | 27,999 | | | | | $ | 387,506 | | | | | | 2,401 | | | | | $ | 37,576 | | |
Alex Teague(4) | | | | | 27,999 | | | | | $ | 387,506 | | | | | | 3,193 | | | | | $ | 49,970 | | |
28
Stock Awards | ||||||||
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||
Harold Edwards (1) | 29,031 | $ | 547,881 | |||||
Mark Palamountain (2) | 14,231 | $ | 268,609 | |||||
Alex Teague (3) | 15,913 | $ | 300,130 |
2020:
Name | | | Discretionary Awards That Vest FY 2020 (#) | | | Market Value of Shares That Vest ($)(1) | | | Performance Awards That Vest FY 2020 (#) | | | Market Value of Shares That Vest ($)(1) | | ||||||||||||
Harold Edwards(2) | | | | | 34,667 | | | | | $ | 479,791 | | | | | | 8,381 | | | | | $ | 158,149 | | |
Mark Palamountain(3) | | | | | 17,334 | | | | | $ | 239,903 | | | | | | 4,083 | | | | | $ | 77,046 | | |
Alex Teague(4) | | | | | 17,334 | | | | | $ | 239,903 | | | | | | 5,687 | | | | | $ | 107,314 | | |
2020
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | ||||||||||
Harold Edwards | Limoneira Company Retirement Plan (2) | 0.5 | $ | 11,108 | $ | 0.00 |
30
Name | | | Plan Name | | | Number of Years Credited Service (#) | | | Present Value of Accumulated Benefit ($)(1) | | | Payments During Last Fiscal Year ($) | | |||||||||
Harold Edwards | | | Limoneira Company Retirement Plan(2) | | | | | 0.5 | | | | | $ | 12,598 | | | | | $ | 0.00 | | |
Chairperson
2021.
Ernst & Young LLP was the Company’s independent registered public accounting firm for the fiscal years ending October 31, 2018 and 2017. Representatives of Ernst & Young LLP are not expected to be present at the Annual Meeting. Services provided to the Company and its subsidiaries by Ernst & Young in fiscal years 2017 and 2018 are described below under “Change in Independent Registered Public Accounting Firm.”
Change in Independent Registered Public Accounting Firm
Fees
Fiscal Year 2019 Deloitte & Touche LLP | ||||
Audit Fees (1) | $ | 933,775 | ||
Audit-Related Fees (2) | $ | 0 | ||
Tax Fees (3) | $ | 26,705 | ||
All Other Fees (4) | $ | 0 | ||
Total | 960,480 |
2020:
| | | Fiscal Year 2020 Deloitte & Touche LLP | | |||
Audit Fees (1) | | | | $ | 1,096,275 | | |
Audit-Related Fees(2) | | | | $ | 8,000 | | |
Tax Fees(3) | | | | $ | 283,025 | | |
All Other Fees(4) | | | | $ | 0 | | |
Total | | | | | 1,387,300 | | |
Common Stock Beneficially Owned (1) | ||||||||
Name and Address of Beneficial Owner | Number of Shares | Percentage of Class | ||||||
5% Beneficial Owners | ||||||||
Calavo Growers, Inc., 1141-A Cummings Road, Santa Paula, CA 93060 | 1,677,299 | 9.1 | % | |||||
Directors and Officers (2) | ||||||||
Elizabeth Blanchard Chess (3) | 138,392 | * | ||||||
Harold S. Edwards (4) | 158,145 | * | ||||||
Gordon E. Kimball (5) | 33,497 | * | ||||||
John W. H. Merriman | 2,133 | * | ||||||
Edgar A. Terry (6) | 5,282 | * | ||||||
Donald R. Rudkin | 11,648 | * | ||||||
Robert M. Sawyer (7) | 122,755 | * | ||||||
Scott S. Slater | 24,817 | * | ||||||
Alex M. Teague (8) | 163,496 | * | ||||||
Mark Palamountain (9) | 59,940 | * | ||||||
Current Officers and Directors as a Group (10 persons) (10) | 720,105 | 3.9 | % |
There are no arrangements currently known to the Company, the operation of which may at a subsequent date result in a change of control.
| | | Common Stock Beneficially Owned | | |||||||||
Name and Address of Beneficial Owner | | | # of shares | | | Percentage(1) | | ||||||
5% Beneficial Owners | | | | | | | | | | | | | |
Ashford Capital Management, Inc. 1 Walker’s Mill Road, Wilmington, DE 19807(2) | | | | | 1,001,574 | | | | | | 5.42% | | |
BlackRock, Inc. 55 East 52nd Street, New York, NY 10056(3) | | | | | 1,125,892 | | | | | | 6.09% | | |
Calavo Growers, Inc. 1141-A Cummings Road, Santa Paula, CA 93060(4) | | | | | 1,719,185 | | | | | | 9.30% | | |
Global Alpha Capital Management Ltd. 1800 McGill College Avenue, Suite 1300, Montreal A8 H3A 3JB(5) | | | | | 1,880,863 | | | | | | 10.18% | | |
Directors and Officers(6) | | | | | | | | | | | | | |
Elizabeth Blanchard Chess(7) | | | | | 140,438 | | | | | | * | | |
Harold S. Edwards(8) | | | | | 163,611 | | | | | | * | | |
Amy Fukutomi | | | | | 2,374 | | | | | | * | | |
Gordon E. Kimball(9) | | | | | 39,809 | | | | | | * | | |
Jose De Jesus Loza aka Jesus “Chuy” Loza | | | | | 256,068 | | | | | | 1.39% | | |
John W. H. Merriman | | | | | 2,643 | | | | | | * | | |
Mark Palamountain(10) | | | | | 63,137 | | | | | | * | | |
Edgar A. Terry(11) | | | | | 8,470 | | | | | | * | | |
Donald R. Rudkin | | | | | 14,277 | | | | | | * | | |
Robert M. Sawyer(12) | | | | | 124,293 | | | | | | * | | |
Scott S. Slater | | | | | 30,063 | | | | | | * | | |
Alex M. Teague(13) | | | | | 229,785 | | | | | | 1.24% | | |
All Current Officers & Directors as a group | | | | | 1,074,968 | | | | | | 5.82% | | |
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1)(2) | | |||||||||
Equity compensation plans approved by security holders | | | | — | | | | | | | | | 281,225 | | |
38
2020.
To
timely stockholders must submit written director candidate nominations November 15, 2021 and no later than December 22, 2021.
39
LIMONEIRA COMPANY Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. To elect three (3) directors to the Board of Directors, each to serve for a three-year term (“Proposal 1”); FOR ALL nominees listed below Number of Vo tes WITHHOLD AUTHORITY to vote for all nominees listed below EXCEPTIONS CUMULATIVE VOTING ELECTIONS Director Nominee Name INSTRUCTIONS: To withhold authority to vote for any individual nominee or nominees, mark the “EXCEPTIONS” box above and strike a line through the name(s) of the nominee(s). If you desire to allocate your votes to individual nominees on a cumulative basis, as explained in the accompanying Proxy Statement, mark the “CUMULATIVE VOTING ELECTIONS” box and indicate the number of votes that you would like to have cast FOR each nominee. The total of the votes cast on this proxy may not exceed the number of votes you are entitled to times two. For example, if you own 100 shares, you are entitled to cast 200 votes for director nominees. However, if you have cast your proxy for the other above choices, do not complete this table. 01 - Elizabeth Blanchard Chess 02 - Donald R. Rudkin 03 - Robert M. Sawyer Total Votes Cast: _____________ Votes FOR _____________ Votes FOR _____________ Votes FOR For Against Abstain ForAgainst Abstain 2. To vote on a proposal to ratify the selection of Deloitte & Touche LLP to serve as the independent auditor for Limoneira Company for the fiscal year ending October 31, 2020 (“Proposal 2”); 3. To hold an advisory vote to approve the compensation of the Named Executive Officers as disclosed in this proxy statement (“Proposal 3”); and 4. To transact such other business as may properly come before the meeting, or any adjournment or postponement thereof. NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 036D2D B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below A Proposals — The Board of Directors recommends a vote “FOR ALL” for Proposal 1, and “FOR” Proposals 2 and 3. Annual Meeting Proxy Card
Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on March 24, 2020. The Notice of the Annual Meeting of Stockholders, Proxy Statement and the Annual Report for the fiscal year ended October 31, 2019 are available at: www.limoneira.com q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q PROXY FOR THE ANNUAL MEETING