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|Section 5||Corporate Governance and Management|
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
(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. Mr. Loza and Ms. Fukutomi have not yet been designated as members of any of the committees of the Board. Mr. Loza and Ms. Fukutomi will serve as directors until the Annual Meeting of Stockholders to be held in 2022.
Mr. Loza is the founder of Freska Produce International, LLC (“Freska Produce”), which is one of the largest distributors of mangos in the United States. Prior to founding Freska Produce in 2004, Mr. Loza worked for a variety of produce companies where he built operations from the ground up in the United States and Mexico, and grew sales in Europe, Asia and Canada. Mr. Loza’s experience within the agriculture industry, with startups, acquisitions and operations makes Mr. Loza uniquely qualified to add insight and perspective to the Board.
There are no arrangements or understandings between Mr. Loza and any other person pursuant to which he is elected as a director. The Company engaged Freska Produce to market approximately 500,000 pounds of avocado annually, which amounts to roughly 6.25% the Company’s annual avocado volume. As consideration for its marketing services, Freska Produce receives approximately $600,000 from the Company. As the majority shareholder of Freska Produce, Mr. Loza and the Company have entered into a related party transaction that is reportable under Item 404(a) of Regulation S-K.
As a non-management director, Mr. Loza will receive the same compensation paid by the Company to other non-management directors, as previously disclosed in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on February 18, 2020.
Ms. Fukutomi joined the Company in 2018 as the Director of Compliance and Special Projects. Prior to joining the Company, Ms. Fukutomi was a Principal Partner of Oxnard Lemon Company, a Sunkist-affiliated packinghouse, and held several managerial positions at Amgen, one of the world’s leading biotech companies. Ms. Fukutomi’s experience in compliance and relationship with Company management provides the Board with an important cache of experience related to sound corporate governance and a unique ability to collaborate with management on compliance and special projects.
There are no arrangements or understandings between Ms. Fukutomi and any other person pursuant to which she is elected as a director, and as of the date hereof, there are no transactions or proposed transactions between Ms. Fukutomi and the Company that require disclosure pursuant to Item 404(a) of Regulation S-K (17 CFR 229.404(a)).
Ms. Fukutomi will receive a stock grant in addition to the compensation she receives in connection with her role as the Company’s Director of Compliance and Special Projects.
|Item 5.03||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
(a) On October 27, 2020, upon the recommendation of the Board’s Nominating and Corporate Governance Committee, 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 ten directors. Prior to the Amendment of Bylaws, the size of the Board was fixed at nine directors.
The text of the Amendment of Bylaws is attached as Exhibit 3.1 to this report.
|Section 8||Other Events.|
|Item 8.01||Other Events.|
On October 27, 2020, the Company issued a press release announcing the appointments of Mr. Loza and Ms. Fukutomi as referenced in Item 5.02 above. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.
|Section 9||Financial Statements and Exhibits|
|Item 9.01||Financial Statements and Exhibits|
|3.1||Amendment to the Company’s Bylaws.|
|99.1||Limoneira Company Press Release dated October 27, 2020|
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: October 28, 2020||LIMONEIRA COMPANY|
|By:||/s/ Mark Palamountain|
|Chief Financial Officer, Treasurer and Corporate Secretary|
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 ten (10) 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.”
LIMONEIRA ADDS NEW TALENT TO BOARD OF DIRECTORS
Jesus Loza and Amy Fukutomi
Industry Professionals with Years of Experience
SANTA PAULA, Calif.--(BUSINESS WIRE)—Oct. 27, 2020-- On October 27, 2020, the Board of Directors of Limoneira Company (Nasdaq: LMNR), a diversified citrus growing, packing, selling and marketing company with related agribusiness activities and real estate development operations, announced that two new board members were unanimously added to the Company’s Board of Directors.
Limoneira Chairman of the Board, Gordon Kimball, stated, “We are thrilled to have these two very talented individuals join our board. Mr. Loza and Ms. Fukutomi are industry professionals with decades of experience in building successful businesses and both possess deep local knowledge and insight into Limoneira’s diverse global operations.”
Jesus Loza has come full circle after growing up on Limoneira’s main ranch in Santa Paula with his family in the 1970s. Mr. Loza began his produce experience as a young boy working on the lemon ranches of Limoneira with the youth crews. He later graduated from Santa Paula High School and subsequently graduated from California Lutheran University. After college, he began working for a variety of produce companies and built operations from the ground up in the United States and Mexico and grew sales in Europe, Asia, and Canada. As mangos gained popularity in the U.S. Mr. Loza helped start several companies to accelerate the growth of this important fruit.
In 2004, he founded Freska Produce which under his leadership has become one of the largest distributors of mangos in the United States. The company also distributes avocados as well as provides refrigeration services to strawberry growers. Freska has strategically located distribution centers and continues to grow international sales of mangos, avocados, and other compatible products.
“My experience, literally from the ground up, has been in agriculture, and I’m confident that I can provide guidance to Limoneira on startups and acquisitions, as well as operations,” said Mr. Loza. “The world is becoming increasingly complex, but I’m optimistic about the future.”
Amy Fukutomi is a lifelong resident of Camarillo, California located in Ventura County. She holds a BS in Business Administration with an emphasis in real estate finance from the University of Southern California. Ms. Fukutomi held progressively responsible managerial positions at Amgen, one of the world’s leading biotech companies, finishing her Amgen career in Worldwide Compliance and Business Ethics where she authored and implemented key policies involving dealing with the government, the Foreign Corruptions Practices Act, and insider trading.
In 2013, Ms. Fukutomi was named Principal Partner of Oxnard Lemon Company, a Sunkist-affiliated packinghouse. She was a Sunkist Director and Director of the Ventura County Agricultural Association. Under her leadership, Oxnard Lemon Company prospered and was ultimately acquired by Limoneira in 2018. Ms. Fukutomi currently serves as the Director of Compliance and Special Projects at Limoneira.
She also served as a director and president of the Ventura County Sheriff’s Foundation and several USC Athletic Department related organizations including their Board of Governors. Ms. Fukutomi currently serves as a director of the Boys and Girls Club of Camarillo.
Ms. Fukutomi has significant experience serving as a director of businesses and non-profit organizations.
“I’m extremely excited and honored to have the unique opportunity to serve on our Board of Directors while continuing to work closely with our management team on compliance and special projects,” said Ms. Fukutomi. “Implicit in Limoneira’s philosophy is the importance of sound corporate governance.”
About Limoneira Company
Limoneira Company, a 126-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 15,400 acres of rich agricultural lands, real estate properties, and water rights in California, Arizona, Chile, and Argentina. The Company is a leading producer of lemons, avocados, oranges, specialty citrus and other crops that are enjoyed throughout the world. For more about Limoneira Company, visit www.limoneira.com.
Vice President Global Marketing
805 525-5541 ext. 1056