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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

 

April 18, 2023

Date of Report (date of earliest event reported)

 

Limoneira Company

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-34755   77-0260692
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification Number)

 

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:

 

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share LMNR

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

 

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. ¨

 

 

 

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On April 18, 2023, Limoneira Company (the “Company”) entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) with Southern California Edison Company (“SCE”) and Edison International (together with SCE, “Edison”) to formally resolve any and all claims between the Company and Edison for damages relating to the Southern California wildfires known as the Thomas Fire and the Koenigstein Fire (together the “Fire”), which ignited on December 4, 2017 in two separate locations near the Cities of Ojai and Santa Paula, California. The Company alleged that the electric facilities owned and operated by Edison caused or contributed to the ignition of the Fire, and as a result, the Company suffered damages. Under the terms of the Settlement Agreement, the Company will receive a total settlement of $9,000,000 (the “Total Settlement Amount”). The Company expects to receive approximately 68% of the Total Settlement Amount, net of legal and related costs.

 

 

 

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: April 24, 2023 LIMONEIRA COMPANY
   
  By: /s/ Mark Palamountain
    Mark Palamountain
    Chief Financial Officer and Treasurer