Limoneira Company (LMNR) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Limoneira Company. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Gordon Kimball, Chairman of the Board. The floor is yours.

Thank you. Good morning, ladies and gentlemen. Welcome to the 2021 and 127th Limoneira Company Annual Meeting of Shareholders. I am Gordon Kimball, Chairman of the Board of Directors. 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 given -- 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 the 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 15,034,506 shares of stock out of 17,842,127 in 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 employed to serve as the inspector of election for this meeting. If there is any person present holding a proxy that has not yet submitted it to vote, you may vote electronically through this webcast until the voting is announced to be closed. Mr. 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 I directors of the company. The 3 directors to be elected today and the remaining 7 directors whose terms continue after this meeting will be the directors of the company. Misters Harold S. Edwards, John W. H. Merriman and Edgar A. Terry, have been nominated for reelection as Class I 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 Mr. Edwards, Mr. Merriman and Mr. Terry. Is there a motion?

Mr. Chairman, Alex Teague, I move that Harold S. Edwards, John W.H. Merriman and Edgar A. Terry be elected as Class I directors.

Is there a second to this motion?

Mr. Chairman, this is Amy Fukutomi. I second the motion.

Thank you. The motion has been duly made and seconded. Proposal #2 is a proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the company for the fiscal year ending October 31, 2021. The Board of Directors of the company recommends that stockholders vote for this proposal. Is there a motion?

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

Thank you. And is there a second to this motion?

Mr. Chairman, Alex Teague, I second the motion.

Thank you. 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?

Mr. Chairman, this is Jesus Loza. I move that the proposal be approved.

Thank you. Is there a second to this motion?

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

Thank you. The motion has been duly made and seconded. Having presented all matters to be voted on by 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. If you have not yet cast your votes, you may do so through this webcast by selecting cast your vote. 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. We'll pause briefly to allow anybody who wishes to vote to vote now. [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 virtually as well as those who submitted their proxies but were unable to attend via webcast. There will now be a short pause in the meeting while the inspector tabulates the votes. Okay. 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 proposals being voted upon, and I find that Mr. Edwards received 12,688,387 votes for election as Class I director; and Mr. Merriman received 10,356,855 votes for election as Class I Director; and Mr. Terry received 12,677,673 votes for election as a Class I director. No other candidates for election as a Class I director received any votes. At least 59% 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 #1. At least 84% 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 #2. At least 65% 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 proxies voted in favor of proposal #3.

Thank you, Audrey. I'm pleased to announce that Mr. Edwards, Mr. Merriman and Mr. Terry have been duly elected as Class I 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 #2 and 3 represent more than a majority of the outstanding shares of common stock and preferred stock present virtually or represented by proxy, voting together as a single class, I'm pleased to announce the proposal #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 would be in order to adjourn the meeting. Is there a motion?

Mr. Chairman, Alex Teague, I move that we adjourn the meeting.

Thank you, Alex. Is there a second to this motion?

Mr. Chairman, Jesus Loza, I second the motion.

Thank you, Jesus. It has been moved and seconded that the meeting adjourn. The meeting is now adjourned. That concludes the formal portion of this Annual Meeting. Your Board of Directors, management and staff thank you for your attendance. I wish everyone good health. Stay safe, and hopefully, we will see you in person at the annual meeting next year. Thank you, everyone.

Thank you. This concludes the meeting. You may now disconnect.