United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 24, 2023, John W.H. Merriman announced his retirement from the Board of Directors (the “Board”) of Limoneira Company (the “Company”), effective January 31, 2023. Mr. Merriman’s retirement is not the result of any disagreement with the Company. In connection with Mr. Merriman’s retirement, the Board voted to reduce the size of the Board from eight directors to seven directors, effective January 31, 2023.
Mr. Merriman will continue to serve as a business consultant to the Company, pursuant to an Independent Contractor Consulting Agreement, effective February 1, 2023, between Mr. Merriman and the Company (the “Agreement”). Under the Agreement, Mr. Merriman will perform certain business development and advisory services. Either party may terminate the Agreement at any time and without cause by providing 30 days’ written notice to the other party. The Agreement contains standard representations and warranties relating to the protection of the Company’s confidential information and trade secrets and the non-solicitation of Company employees.
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: January 25, 2023 | LIMONEIRA COMPANY | |
| By: | /s/ Mark Palamountain | |
| Mark Palamountain | ||
| Chief Financial Officer and Treasurer | ||