United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 26, 2021

Date of Report (date of earliest event reported)

Limoneira Company

(Exact Name of Registrant as Specified in its Charter)

1141 Cummings Road

Santa Paula, CA 93060

(Address of Principal Executive Offices) (Zip Code)

(805) 525-5541

(Registrant’s Telephone Number, Including Area Code)

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))

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

(d)           On October 27, 2020, the Board of Directors (the “Board) of Limoneira Company (the “Company”) expanded the size of the Board to ten directors and appointed Jesus Loza to serve as a Class II director, and appointed Amy Fukutomi as a Class II director to fill an existing vacancy on the Board. The Company filed a Current Report on Form 8-K on October 28, 2020 (the “Original Form 8-K”) reporting, among other things, under Item 5.02 the appointment of Jesus Loza and Amy Fukutomi to its Board, and the information in the Original Form 8-K is hereby incorporated by reference in its entirety. At the time of the filing of the Original Form 8-K, Mr. Loza’s and Ms. Fukutomi’s committee assignments had not been determined. Effective January 26, 2021, the Board appointed Mr. Loza to serve as a member of the Risk Management Committee and Marketing Committee of the Board and Ms. Fukutomi to serve as a member of the Marketing Committee and Philanthropy Committee of the Board. Mr. Loza and Ms. Fukutomi will serve as directors until the Annual Meeting of Stockholders to be held in 2022.

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.