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): September 11, 2014
Limoneira Company
(Exact name of registrant as specified in its charter)
| Delaware | 001-34755 | 77-0260692 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1141 Cummings Road
Santa Paula, CA 93060
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (805) 525-5541
Check the appropriate box below if the Form 8-K 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))
| Section 8 | Other Events |
| Item 8.01 | Other Events |
On September 11, 2014, Mr. Alan M. Teague, a director and the Chairman of the Board of Limoneira Company (the “Company”), passed away after suffering a stroke. As of the date of filing of this Current Report on Form 8-K, the vacancies have not yet been filled. Pursuant to the Company’s bylaws, Mr. Harold S. Edwards, the Company’s President, will perform the duties of the Chairman of the Board until a successor is appointed.
On September 16, 2014, the Company issued a press release, attached hereto as Exhibit 99.1, in tribute to Mr. Teague.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01 | Financial Statement and Exhibits |
| (d) | Exhibits |
| 99.1 | Press Release dated September 16, 2014 |
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.
| Dated: September 16, 2014 | LIMONEIRA COMPANY | |
| By: | /s/ Joseph D. Rumley | |
| Joseph D. Rumley Chief Financial Officer, Treasurer and Corporate Secretary | ||
Exhibit 99.1
Investor Contact:
John Mills
Partner
ICR
310.954.1105
Limoneira Company Announces Passing of Chairman of the Board, Alan M. Teague
Santa Paula, CA., September 16, 2014 – Limoneira Company (the “Company” or “Limoneira”) (NASDAQ: LMNR), a leading agribusiness with prime agricultural land and operations, real estate and water rights in California and Arizona, is saddened to announce the death of Alan M. Teague, a civic-minded community leader in Santa Paula, California, and a director and the Chairman of the Board of the Company. Mr. Teague died on September 11, 2014 after suffering a stroke at the age of 76.
Harold S. Edwards, President and Chief Executive Officer of the Company, stated, “So much of Limoneira’s spirit and culture is attributable to Alan Teague. He was relentlessly supportive of our management team and took great comfort in the way the Company was operating and moving forward. I know he was proud of all that Limoneira stands for today, and I know that he was proud of all that we are doing. We each owe a huge debt of gratitude to Alan Teague and I know that his spirit lives on within Limoneira.”
Pursuant to the Company’s bylaws, the President of the Company, Harold S. Edwards, will perform the duties of the Chairman of the Board until a successor is appointed. The Board of Directors has begun the process to identify qualified successors to the directorship and the Chairman of the Board.
About Limoneira Company
Limoneira Company, a 120-year-old international agribusiness headquartered in Santa Paula, California, has grown to become one of the premier integrated agribusinesses in the world. Limoneira (pronounced lē mon΄âra) is a dedicated sustainability company with approximately 10,600 acres of rich agricultural lands, real estate properties and water rights in California and Arizona. The Company is a leading producer of lemons, avocados, oranges, specialty citrus and other crops that are enjoyed throughout the world. For more about Limoneira Company, visit www.limoneira.com.