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): July 25, 2017

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Section 5 Corporate Governance & Management

 

Item 5.03

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On July 25, 2017, the Board of Directors (the “Board”) of Limoneira Company (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”) to eliminate the bylaw provision requiring a supermajority voting standard for stockholders to remove members of the Board.

 

Prior to the Amendment, the Bylaws provided that a director could be removed from office at any time but only by the affirmative vote of the holders of at least 66 2/3% of the total voting power of all outstanding securities entitled to vote generally in the election of directors of the Company. An identical supermajority removal provision remains in the Company’s Restated Certificate of Incorporation.

 

The text of the Amendment is attached as Exhibit 3.1 to this report and is incorporated by reference herein.

  

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.

 

Dated: July 26, 2017	LIMONEIRA COMPANY
	By:	/s/ Joseph D. Rumley
		Joseph D. Rumley
		Chief Financial Officer, Treasurer and Corporate Secretary

 

 

 

 

Exhibit 3.1

 

 

AMENDMENT TO AMENDED AND RESTATED BYLAWS OF

LIMONEIRA COMPANY

 

 

Limoneira Company (the “Corporation”), a Delaware corporation, hereby adopts this Amendment to its Amended and Restated Bylaws, effective as of July 25, 2017 (the “Effective Date”).

 

1.       Immediately prior to the Effective Date, ARTICLE III, Section 3.4 of the Corporation’s Amended and Restated Bylaws stated as follows:

 

“3.4 VACANCIES REMOVAL.

 

Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the directors then in office, or by a sole remaining director, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which they have been elected expires. No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director. Stockholders shall have no right to fill a vacancy created on the board of directors for any reason.

 

Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire board of directors, may be removed from office at any time, but only by the affirmative vote of the holders of at least 66 2/3% of the total voting power of all outstanding securities entitled to vote generally in the election of directors of the Corporation, voting together as a single class.”

 

2.        As of the Effective Date, ARTICLE III, Section 3.4 of the Corporation’s Amended and Restated Bylaws is hereby amended and restated in its entirety to read as follows:

 

“3.4 VACANCIES.

 

Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the directors then in office, or by a sole remaining director, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which they have been elected expires. No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director. Stockholders shall have no right to fill a vacancy created on the board of directors for any reason.”