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NASDAQ: LMNR Limoneira CO 8-K

Limoneira elects two directors at 2026 Annual Meeting, approves executive pay

Filed March 27, 2026 · Period ending March 25, 2026 · ~1 min read

3 key changes 1 section

Key Changes

  • medium

    Elizabeth Mora and Peter J. Nolan elected to three-year board terms through 2029. Mora faced significant opposition with 44% of votes withheld, while Nolan received strong support with only 1% withheld.

  • low

    Shareholders approved executive compensation on advisory basis, though 21% of votes cast were against the pay plan, signaling some investor concern about compensation levels.

  • low

    Deloitte & Touche LLP ratified as independent auditor for fiscal 2026 with 99.7% approval, maintaining continuity in audit relationship.

Summary

Limoneira held its 2026 Annual Meeting on March 25, where shareholders voted on routine governance matters. The most notable result was the election of Elizabeth Mora to a three-year director term despite 44% of votes being withheld—an unusually high opposition level that may reflect shareholder concerns about her qualifications or board composition. Fellow director Peter J. Nolan was re-elected with strong support.

The advisory vote on executive compensation passed but drew 21% opposition, suggesting a meaningful minority of shareholders are dissatisfied with pay practices. While non-binding, this level of dissent often prompts boards to review compensation structures. The auditor ratification was routine with near-unanimous approval.

Retail investors should watch for any board or compensation committee response to the elevated opposition votes in upcoming proxy disclosures. High withhold votes on directors sometimes precede governance changes or activist pressure.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~600 words

Limoneira held its 2026 Annual Meeting, electing two directors, approving executive compensation, and ratifying Deloitte as auditor.

3 Added
Added Director elections medium

Added in current filing · verify on EDGAR →

The following votes were cast with respect to the election of the following nominees as directors of the Company to hold office for a three-year term, ending at the 2029 Annual Meeting of Stockholders: Shares Voted For Withheld Broker Non-Votes Elizabeth Mora | 6,186,379.61 | 4,921,044.00 | 3,413,762.00 Peter J. Nolan 10,941,016.61 | 149,387.00 | 3,413,762.00 Based on the votes set forth above, each of the nominees listed above was duly elected to serve as a director of the Company for a three-year term, ending at the 2029 Annual Meeting of Stockholders.

Shareholders elected Elizabeth Mora and Peter J. Nolan as directors for three-year terms ending in 2029. Mora received 6,186,379.61 votes for with 4,921,044.00 withheld, while Nolan received 10,941,016.61 votes for with 149,387.00 withheld. Both nominees were duly elected despite the significant withhold votes for Mora.

Show 2 minor / wording changes
Added Executive compensation advisory vote low

Added in current filing · verify on EDGAR →

The following votes were cast with respect to the non-binding, advisory vote on compensation of the named executive officers, as disclosed in the Company’s proxy statement pursuant to Item 402 of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended: Shares Voted For Against Abstain Broker Non-Votes 8,401,153.04 | 2,176,063.58 | 521,847.00 | 3,413,762.00 Based on the votes set forth above, the compensation of the named executive officers was approved by the stockholders on a non-binding, advisory basis.

Shareholders approved executive compensation on an advisory basis with 8,401,153.04 votes for, 2,176,063.58 against, and 521,847.00 abstentions. While non-binding, approximately 21% of votes cast were against the compensation plan, indicating some shareholder concern.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

The following votes were cast with respect to the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2026: Shares Voted | For Against Abstain | 14,440,149.61 35,825.00 36,851.00 Based on the votes set forth above, the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2026 was duly ratified by the stockholders.

Shareholders ratified Deloitte & Touche LLP as the independent auditor for fiscal year 2026 with overwhelming support: 14,440,149.61 votes for versus only 35,825.00 against. This represents routine continuity in the company's audit relationship.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify