| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 21, 2023, Limoneira Company (the “Company”) held
its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), at 10:00 a.m. Pacific Time, at the Museum of Ventura County
Agriculture Museum, 926 Railroad Avenue, Santa Paula, California, 93060. A total of 17,830,604 shares of the Company’s Common Stock,
par value $0.01 per share, each of which is entitled to one (1) vote (“Common Stock”); 14,790 shares of its Series B 8.75%
Convertible Preferred Stock, par value $100.00 per share, each of which is entitled to ten (10) votes for a total of 147,900 (“Series
B Preferred Stock”); and 9,300 shares of its Series B-2 4% Convertible Preferred Stock, par value $100.00 per share, each of which
is entitled to one (1) vote (“Series B-2 Preferred Stock”), were issued, outstanding, and entitled to vote as of January
27, 2023, the record date for the Annual Meeting. There were 12,355,403.98 shares of Common Stock; 14,790 shares (or 147,900 votes) of
Series B Preferred Stock; and 9,300 shares of Series B-2 Preferred Stock present, in person or by proxy, at the Annual Meeting, representing
69.56% of the total shares of capital stock outstanding, which constituted a quorum.
The stockholders were asked to vote on four (4) proposals, with Common
Stock, Series B Preferred Stock, and Series B-2 Preferred Stock voting together as a single class for all of the proposals. Set forth
below are the matters acted upon by the stockholders and the final voting results of each such proposal.
Proposal 1: Election of Directors
The following votes were cast with respect to the election of
the following nominees as directors of the Company to hold office for a three-year term, ending at the 2026 Annual Meeting of Stockholders:
| Shares Voted |
| |
For |
Withheld |
Broker Non-Votes |
| Elizabeth Blanchard Chess |
6,106,889.98 |
2,631,886 |
3,773,828 |
| Elizabeth Mora |
5,130,571.98 |
3,608,204 |
3,773,828 |
Based on the votes set forth above, each of the nominees listed above
was duly elected to serve as a director of the Company for a three-year term, ending at the 2026 Annual Meeting of Stockholders.
Proposal 2: Advisory Vote on Executive Compensation
The following votes were cast with respect to the non-binding,
advisory vote on compensation of the named executive officers, as disclosed in the Company’s proxy statement pursuant to Item 402
of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended:
| Shares Voted |
| For |
Against |
Abstain |
Broker Non-Votes |
| 6,670,436.98 |
1,932,449 |
135,890 |
3,773,828 |
Based on the votes set forth above, the compensation of the named executive
officers was approved by the stockholders on a non-binding, advisory basis.
Proposal 3: Ratification of Selection of Independent Registered
Public Accounting Firm
The following votes were cast with respect to the ratification of the
selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year
ending October 31, 2023:
| Shares Voted |
| For |
Against |
Abstain |
| 12,384,182.98 |
127,166 |
1,255 |
Based on the votes set forth above, the selection of Deloitte &
Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2023 was
duly ratified by the stockholders.
Proposal 4: Amendment of the Company’s Restated Certificate
of Incorporation to Allow for the Exculpation of Officers
The following votes were cast with respect to approval of the amendment
to the Company’s Restated Certificate of Incorporation:
| Shares Voted |
| For |
Against |
Abstain |
Broker Non-Votes |
| 7,876,630.98 |
763,489 |
98,656 |
3,773,828 |
Based on the votes set forth above, the amendment to the Company’s
Restated Certificate of Incorporation was not approved by the stockholders.