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, Chairperson of the Board. The floor is yours.

Thank you. Good morning, ladies and gentlemen. Welcome to the 2022 and 128th Limoneira Company Annual Meeting of Shareholders. I am Gordon Kimball, Chairperson 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 properly given, that the related proxies were in proper form and the number of stockholders present in person and represented by proxy.

Mr. Chairperson, I will certify that proper notice of this meeting was given by mailing in conformity with Article 2 Section 2.2 of the amended and restated 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 14,772,900.58 shares of stock out of 17,829,520, 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 election for this meeting. She has delivered an affidavit of Computershare, the registrar and transfer agent for our common stock, as to the mailing of the notice of the meeting, which states that on or about February 15, 2022, notice of the meeting, together with the related proxy materials, was mailed to all stockholders of record as of the close of business on February 1, 2022, the record date for the meeting. This affidavit is available if any stockholder wishes to examine it and will be filed with the minutes of 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 4 Class II directors of the company. The 4 directors to be elected today and the remaining 7 directors, whose terms continue after this meeting, will be the directors of the company. Ms. Amy Fukutomi and Messrs. Gordon E. Kimball, Jesus Chuy Loza and Scott S. Slater have been nominated for reelection as Class II 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. Fukutomi, Mr. Kimball, Mr. Loza and Mr. Slater. Is there a motion?

Mr. Chairman, this is Harold Edwards. I move that Ms. Fukutomi and Mr. Kimball, Mr. Loza and Mr. Slater be elected as Class II directors.

Is there a second to this motion?

Mr. Chairman, this is Elizabeth Chess. I second the motion.

The motion has been duly made and seconded. Proposal #2 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 Edgar Terry. I move that the proposal be approved.

Is there a second to this motion?

Mr. Chairman, this is Greg Hamm. I second the motion.

The motion has been duly made and seconded. Proposal #3 is a 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, 2022. The Board of Directors of the company recommends that stockholders vote for this proposal. Is there a motion?

Mr. Chairperson, this is Amy Fukutomi. I move the proposal be approved.

Mr. Chair, this is Elizabeth Chess. And I second the motion.

The motion has been duly made and seconded. Proposal #4 is the proposal to approve the Limoneira Company 2022 Omnibus Incentive Plan. 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.

Is there a second to this motion?

Mr. Chairman, this is Greg Hamm. 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. 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. 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 vote. 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 find that Ms. Fukutomi received [ 7,957,089.58 ] votes for election as Class II director. Mr. Kimball received 7,832,727.58 votes for election as Class II director. Mr. Loza received 9,824,546.58 votes for election as a Class II director. And Mr. Slater received 7,591,891.58 votes for election as Class II director. No other candidates for election as a Class II director received any votes. At least 67.71% of the 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 92.28% of the 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 #3. At least 71.60% of the 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 #4.

I'm pleased to announce that Ms. Fukutomi, Mr. Kimball, Mr. Loza and Mr. Slater have been duly elected as Class II 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, 3 and 4 represent more than a majority of the shares of common stock and preferred stock present, virtually or represented by proxy, voting together as a single class, I'm pleased to announce that proposal numbers 2, 3 and 4 have been approved. This concludes the formal matters to be acted upon at this 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, this is Harold Edwards. I move that we adjourn the meeting.

Is there a second to this motion?

Mr. Chairman, this is John Wyatt Merriman. I second the motion.

It has been moved and seconded that the meeting adjourn. This 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 we look forward to seeing you in person next year. Thank you.

This concludes the meeting. You may now disconnect.