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): July 12, 2022
CADIZ INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 0-12114 | 77-0313235 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
550 S. Hope Street, Suite 2850 Los Angeles, CA | 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:
☐ | 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. ☐
--12-31
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Certificate of Incorporation
On July 12, 2022, 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 deleting the text of Part D of Article FIFTH (governing the calling of special meetings of stockholders) of its certificate of incorporation in its entirety and replacing the same with “Intentionally Omitted” (the “Amendment to Certificate of Incorporation”).
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 2022 annual meeting of stockholders held on July 12, 2022 (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 on May 26, 2022.
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 hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment to Bylaws
On July 12, 2022, the Company’s Board of Directors (the “Board”) approved an amendment to the Company’s bylaws to require that the Board call a special meeting of stockholders of the Company upon the appropriate written request of a stockholder or stockholders of record of the Company holding not less than 20% of the voting power of the then outstanding shares of our capital stock generally entitled to vote (the “Amendment to Bylaws”).
The foregoing description of the Amendment to Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to Bylaws, a copy of which is attached hereto as Exhibit 3.2 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 12, 2022, the Company held its 2022 Annual Meeting of Stockholders. The number of shares represented and voting by proxy at said meeting was 31,319,571.
i. | The following directors were elected at the meeting: |
NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES |
Keith Brackpool | 25,425,028 | 1,586,742 | 4,307,801 |
Stephen E. Courter | 26,377,683 | 634,087 | 4,307,801 |
Maria Echaveste | 26,927,826 | 83,944 | 4,307,801 |
Geoffrey Grant | 26,427,201 | 584,569 | 4,307,801 |
Winston Hickox | 26,421,556 | 590,214 | 4,307,801 |
Susan Kennedy | 25,907,454 | 1,104,316 | 4,307,801 |
Kenneth T. Lombard | 26,993,925 | 17,845 | 4,307,801 |
Scott S. Slater | 25,941,518 | 1,070,252 | 4,307,801 |
Carolyn Webb de Macias | 26,926,427 | 85,343 | 4,307,801 |
ii. | The amendment to our Certificate of Incorporation to provide additional opportunity for stockholders to call special meetings was approved by the following vote: |
VOTES | |
FOR: | 26,994,819 |
AGAINST: | 13,622 |
ABSTAIN: | 3,329 |
BROKER NON-VOTES: | 4,307,801 |
iii. | Amendment No. 1 to the Cadiz Inc. 2019 Equity Incentive Plan to increase the total number of shares reserved for issuance under the Plan was approved by the following vote: |
VOTES | |
FOR: | 25,457,598 |
AGAINST: | 1,535,681 |
ABSTAIN: | 18,491 |
BROKER NON-VOTES: | 4,307,801 |
iv. | PricewaterhouseCoopers LLP was approved as the Company’s independent auditors for the fiscal year 2022 by the following vote: |
VOTES | |
FOR: | 31,279,888 |
AGAINST: | 32,184 |
ABSTAIN: | 7,499 |
v. | The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following vote: |
VOTES | |
FOR: | 26,523,212 |
AGAINST: | 469,811 |
ABSTAIN: | 18,747 |
BROKER NON-VOTES: | 4,307,801 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 | ||
3.2 | ||
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: July 15, 2022