Limoneira Company (LMNR) Earnings Call Transcript & Summary

Greetings and welcome to the Limoneira Annual Meeting of Stockholders. [Operator Instructions] As a reminder, this conference is being recorded. I would like to turn the conference over to your host, Mr. Gordon Kimball, Limoneira Chairman. Please go ahead, sir.

Good morning, ladies and gentlemen. Welcome to the 2020 and 126th Limoneira Company Annual Meeting of Shareholders. I am Gordon Kimball, Chairman of the Board of Directors. As we previously announced, in response to the COVID-19 crisis, we will hold the formal business portion of the annual meeting only. This meeting will now come to order. Mark Palamountain, our Chief Financial Officer, Treasurer and Corporate Secretary, will serve as Secretary of the meeting and record the proceedings. He will now certify that notice of the meeting was properly given, that the related proxies were in proper form and the number of stockholders present in person and represented by proxy. Mark?

Mr. Chairman, I will certify that proper notice of this meeting was given by mailing in conformity with Article 2, Section 2.2 of the bylaws of Limoneira Company. I have also examined the proxies, and will certify that they are in proper form, to confer the requisite authority upon the holder thereof. There are present, in person and represented by proxy, stockholders of the company holding 16,171,165 shares of stock out of 18,015,096, which represents more than a majority of the total number of shares outstanding and entitled to vote. Therefore, we have a quorum.

Thank you, Mark. Ms. Audrey Matheny of Computershare has been appointed to serve as the Inspector of Elections for this meeting. If there is any person present holding a proxy that has not yet submitted to vote, please raise your hand, and the Inspector will pick up the proxies at this time. Mark Palamountain, Secretary of the meeting, has advised us that a quorum is present at the meeting, so I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. Proposal #1 is the election of 3 Class III directors of the company. The 3 directors who are elected today and the remaining 5 directors whose terms continue after this meeting will be the directors of the company. Elizabeth Blanchard Chess, Donald R. Rudkin and Robert M. Sawyer have been nominated for reelection as Class III directors, each to serve for a 3-year term or until their successor has been elected and qualified. The Board of Directors of the company recommends that stockholders vote for each of Ms. Chess, Mr. Rudkin and Mr. Sawyer. Is there a motion?

Yes, Mr. Chair. This is Scott Slater. I move that Elizabeth Blanchard Chess, Donald R. Rudkin and Robert M. Sawyer be elected as Class III directors.

Is there a second to this motion?

Yes, Mr. Chairman, this is Edgar Terry, and I second the motion.

Thank you. The motion has been duly made and seconded. Proposal #2 is the proposal to ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for the company for the fiscal year ending October 31, 2020. The Board of Directors of the company recommends that stockholders vote for this proposal. Is there a motion?

Yes, Mr. Chairman, this is Edgar Terry, and I move that the proposal be approved.

Thank you. Is there a second to the motion?

Yes, Mr. Chair. This is Scott Slater. I second the motion.

The motion has been duly made and seconded. Proposal #3 is a proposal to approve the compensation of our named executive officers. The Board of Directors of the company recommends that stockholders vote for this proposal. Is there a motion?

Yes, Mr. Chair, this is Scott Slater, and I move that the proposal be approved.

Is there a second to the motion?

Yes, Mr. Chair. This is Edgar Terry, and I second the motion.

The motion has been duly made and seconded. Having presented all matters to be voted on by the stockholders, I declare the polls now open for voting on the proposals. The votes on these proposals will be conducted by written ballot. It is important that all votes be cast. Ballots for stockholders who wish to vote by ballot were provided at check in. If you didn't receive a ballot at check in and wish for one to be provided, please raise your hand. However, it is not necessary for you to vote by ballot if you have previously returned a proxy card, voted online or by phone, unless you wish to change your vote. Has every stockholder present who wishes to vote delivered an executed ballot or proxy to the inspector? If not, please sign by -- signify by raising your hand. [Voting]

The balloting having been completed, I declare that the polls are now closed. I would again like to express my sincere appreciation to the stockholders who have attended this meeting as well as those who submitted their proxies, but were unable to attend in person. There will now be a short pause in the meeting while the inspector tabulates the votes. Order, please. We will now continue the meeting. Is the inspector ready to report with respect to the proposals?

Yes. I have examined the ballots and the proxies voted with respect to the proposals being voted upon, and I find that Ms. Chess received 13,354,218 votes for election as Class III Director; and Mr. Rudkin received 13,357,859 votes for election as Class III Director; and Mr. Sawyer received 11,605,663 votes for election as Class III Director. No other candidates for election as a Class III Director received any votes. At least 63.72% of the outstanding shares of common stock and preferred stock of the company voting together as a single class present in person or represented by proxy voted in favor of proposal number one. At least 89.68% of the outstanding shares of common stock and preferred stock of the company voting together as a single class present in person or by -- represented by proxy voted in favor of proposal number two. At least 69.98% of the outstanding shares of common stock and preferred stock of the company voting together as a single class present in person or represented by proxy voted in favor of proposal number three.

Thank you, Audrey. I am pleased to announce that Ms. Chess, Mr. Rudkin and Mr. Sawyer have been duly elected as Class III directors, each to serve a 3-year term or until their successor has been elected and qualified. Since the number of votes in favor of approval of proposal numbers 2 and 3 represent more than a majority of the outstanding shares of common stock and preferred stock present in person or represented by proxy voting together as a single class, I'm pleased to announce that proposal numbers 2 and 3 have been approved. This concludes the formal matters to be acted upon at this annual meeting. Since there is no further business to come before this meeting, it will be in order to adjourn the meeting. Is there a motion?

Yes, Mr. Chairman. This is Edgar Terry, and I move that we adjourn the meeting.

Is there a second?

Yes, Mr. Chair, this is Scott Slater, and I second the motion.

It has been moved and seconded that the meeting adjourn. All in favor, please say aye. [Voting]

Aye.

Aye.

Aye.

All opposed, nay? The motion is carried. The meeting is adjourned. Your Board of Directors, management and staff look forward to seeing you in September at our Directors Field Day. I wish everyone good health. Stay safe.