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): January 26, 2016

 

Limoneira Company

(Exact name of registrant as specified in its charter)

 

Delaware		001-34755		77-0260692
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer Identification
of incorporation)				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 5		Corporate Governance and Management
Item 5.03		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(a)          On January 26, 2016, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Limoneira Company (the “Company”), the Board approved, ratified and adopted an amendment to the Company’s Amended and Restated Bylaws (the “Amendment of Bylaws”) to fix the size of the Board at nine directors. Prior to the Amendment of Bylaws, the size of the Board was fixed at ten directors.

 

The text of the Amendment of Bylaws is attached as Exhibit 3.1 to this report.

  

Section 9		Financial Statements and Exhibits
Item 9.01		Financial Statements and Exhibits.

 

(d)       Exhibits

 

3.1

Amendment to Amended and Restated Bylaws

 

 

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.

 

Date: January 25, 2017	LIMONEIRA COMPANY
	By:		/s/ Joseph D. Rumley
			Joseph D. Rumley
			Chief Financial Officer, Treasurer and Corporate Secretary

 

Exhibit 3.1

 

 

Amendment to Bylaws

 

ARTICLE III, Section 3.2 of the Corporation’s Amended and Restated Bylaws is hereby amended and restated in its entirety to read as follows:

 

“Section 3.2 Exact Number of Directors.

 

The exact number of directors of this corporation shall be nine (9) until this Section 3.2 shall be changed by the amendment thereof duly adopted by the board of directors or by the stockholders as provided in the corporation’s certificate of incorporation.”