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): June 15, 2010
Limoneira
Company
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34755
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77-0260692
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer Identification
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of
incorporation)
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No.)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section 5
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Corporate Governance &
Management
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Item 5.02
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers
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On June 16, 2010, Limoneira Company
(NASDAQ: LMNR) (the “Company”) issued a press release announcing that, effective
June 15, 2010, Don Delmatoff will resign from his positions as Chief
Financial Officer, Vice President Finance & Administration, and Secretary of
the Company, and will continue working with the Company as a compliance officer
managing the firm’s internal audit and Sarbanes-Oxley reporting requirements as
he transitions towards retirement.
The Company also announced that,
effective June 15, 2010, Joseph Rumley, 51, joined Limoneira as its new Chief
Financial Officer, Secretary, and Treasurer. Mr. Rumley has over 25
years of experience in public and private accounting management
experience. From 2005 to 2008, Mr. Rumley was an audit partner at
Grant Thornton, LLP and from 2008 to present, he was an audit partner at
McGladrey & Pullen, LLP. Mr. Rumley also served as Audit Director
at Deloitte & Touche LLP from 1996 to 2005 where he served public and
private companies in Deloitte’s Consumer Business Practice and Enterprise Risk
Services from 1996 to 2005. Through these roles, Mr. Rumley planned,
conducted, and managed financial and information system audit engagements of
privately and publicly owned companies. Mr. Rumley received a B.S. in
Accounting from California State University Northridge and an MBA with an
emphasis in Finance from Pepperdine University. He is a Certified
Public Accountant.
In connection with Mr. Rumley’s new
positions as Chief Financial Officer, Secretary, and Treasurer, he will receive
an annual base salary of $225,000 and will participate in the Company’s
Management Incentive Plan (the “Management Incentive Plan”) and Stock Grant
Performance Bonus Plan (the “Stock Grant Plan”). Per the terms
of the Management Incentive Plan, Mr. Rumley will be eligible to receive an
annual cash-based incentive bonus in an amount up to a target percentage of his
annual base salary based upon the company’s performance of both pre-determined
operating results and measurable, time-based, and realistic individual goals,
subject to the discretion of the Company’s compensation
committee. The target percentage is based on a graduated scale
ranging from 5% to 100% of Mr. Rumley’s annual base salary. Sixty
percent of the annual cash-based incentive bonus is based on the achievement of
pre-determined operating results and 40% is based upon the achievement of
individual goals recommended by the President and Chief Executive Officer and
approved by the Company’s compensation committee.
Per the terms of the Stock Grant Plan,
Mr. Rumley will be eligible to receive a number of shares of the Company’s
common stock not to exceed an aggregate fair market value of 133% of his then
current base salary based on established performance goals or, within the sole
discretion of the compensation committee, for special achievements outside of
those goals. Seventy percent of the equity-based incentive bonus is
based upon increasing the Company’s pre-tax earnings to an amount greater than
110% of the average for the preceding four years and 30% is based upon
increasing cash provided from operations to an amount greater than 110% of the
average for the preceding four years. Payout of the stock vests 33%
at the time of the award, 33% the following year, and 33% two years after the
award grant date.
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Section 9
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Financial Statements and
Exhibits
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Item 9.01
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Financial Statements and
Exhibits
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(d)
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Exhibits.
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99.1
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Limoneira
Press Release dated June 16, 2010.
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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.
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Date:
June 16, 2010
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LIMONEIRA
COMPANY
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By:
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/s/
Harold S. Edwards
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Harold
S. Edwards
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President
and Chief Executive Officer
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Investor
Contact:
John
Mills
Senior
Managing Director
ICR
310.954.1105
Limoneira
Company Appoints Joseph Rumley as Chief Financial Officer
Santa
Paula, CA., June 16, 2010 – Limoneira Company (NASDAQ: LMNR), a leading
agribusiness with prime agricultural land and operations, real estate and water
rights throughout California, today announced that Joseph (“Joe”) Rumley was
appointed Chief Financial Officer, effective June 15, 2010 and Don Delmatoff
will be transitioning from his role as Chief Financial Officer. Mr.
Delmatoff and Mr. Rumley will work together in the following months, to ensure a
smooth transition. Mr. Delmatoff will continue to work for the
Company as a compliance officer managing the firm’s internal audit and
Sarbanes-Oxley reporting requirements as he transitions towards
retirement.
Mr.
Delmatoff began his career at Limoneira in 2000 as Controller. He was
named Chief Financial Officer and Corporate Secretary in 2004, and most recently
he also served as Vice President of Finance and Administration.
Harold
Edwards, the Company’s President and Chief Executive Officer, stated, “We are
grateful to Don for all of his contributions to our company over the past ten
years. During his tenure with Limoneira, we grew our core agriculture
and rental businesses and made several strategic agribusiness and real estate
acquisitions. Additionally, Don recently led our efforts to list our
securities on the NASDAQ Global Market. I am delighted that Don will
continue to be involved with the Company as he transitions towards
retirement.”
Mr.
Delmatoff stated, “I have truly enjoyed being a part of the Limoneira
organization for the past ten years, and I am extremely proud of all that we
have achieved. While I will continue to be involved with Limoneira
managing the firm’s internal audit and Sarbanes-Oxley reporting requirements, I
believe Joseph Rumley as Chief Financial Officer will be a great addition to the
Limoneira team and I am confident that Limoneira will maintain its long standing
position as one of the premier integrated agribusinesses.”
Mr.
Rumley brings over 25 years of public and private accounting management
experience. Mr. Rumley most recently was an Audit Partner at
McGladrey & Pullen LLP. From 2005 to 2008, he held a similar
position at Grant Thornton LLP. He also served as Audit Director at
Deloitte & Touche LLP. He served public and private companies in
Deloitte’s Consumer Business Practice and Enterprise Risk Services from 1996 to
2005. In all three of these roles, Mr. Rumley planned, conducted, and
managed financial and information system audit engagements of privately and
publicly owned companies. Prior to Deloitte & Touche, Mr. Rumley
served as Vice President, Finance for two different privately held
companies. Mr. Rumley also served as Controller for Penske Automotive
Group from 1990 to 1995. Mr. Rumley received a BS in Accounting from
California State University Northridge and a MBA with an emphasis in Finance
from Pepperdine University. He is a Certified Public
Accountant.
Mr.
Edwards commented, “We are excited to welcome Joe to the Limoneira
team. Many of our senior team members have worked with Joe in the
past as he previously served as the Senior Audit Director at Deloitte &
Touche during the period that firm performed our annual audit. With his wealth
of experience in public accounting and SEC reporting, he has the ideal
background to lead Limoneira through our new era as a NASDAQ listed
company. I am confident that Joe will be instrumental as we execute
on our long-term business plan to deliver growth in our agribusiness, rental,
and real estate operations.”
Mr.
Rumley, the Company’s Chief Financial Officer, stated, “I am pleased to join the
Limoneira team during this exciting time. I look forward to helping
the company achieve its operational goals as well as working toward maximizing
financial performance and shareholder value.”
About
Limoneira Company
Limoneira
Company, a 117-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 7,300 acres of rich
agricultural lands, real estate properties and water rights throughout
California. The Company is a leading producer of lemons, avocados, oranges, and
other specialty crops that are enjoyed throughout the world. For more
about Limoneira Company, visit www.limoneira.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking
statements are based on Limoneira’s current expectations about future events and
can be identified by terms such as “expect,” “may,” “anticipate,” “intend,”
“should be,” “will be,” “is likely to,” “strive to,” and similar expressions
referring to future periods.
Limoneira
believes the expectations reflected in the forward-looking statements are
reasonable but cannot guarantee future results, level of activity, performance
or achievements. Actual results may differ materially from
those expressed or implied in the forward-looking
statements. Therefore, Limoneira cautions you against relying on any
of these forward-looking statements. Factors which may cause future outcomes to
differ materially from those foreseen in forward-looking statements include, but
are not limited to: changes in laws, regulations, rules, quotas,
tariffs, and import laws; weather conditions that affect production,
transportation, storage, import and export of fresh product; increased pressure
from disease, insects and other pests; disruption of water supplies or changes
in water allocations; pricing and supply of raw materials and products; market
responses to industry volume pressures; pricing and supply of energy; changes in
interest and currency exchange rates; availability of financing for land
development activities; political changes and economic crises; international
conflict; acts of terrorism; labor disruptions, strikes or work stoppages; loss
of important intellectual property rights; inability to pay debt obligations;
inability to engage in certain transactions due to restrictive covenants in debt
instruments; government restrictions on land use; increased costs from becoming
a public company; and market and pricing risks due to concentrated ownership of
stock. Other risks and uncertainties include those that are described
in Limoneira’s SEC filings, which are available on the SEC’s website at http://www.sec.gov. Limoneira
undertakes no obligation to subsequently update or revise the forward-looking
statements made in this press release, except as required by law.