Calavo Growers Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT PURSUANT
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SECURITIES EXCHANGE ACT OF 1934
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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. |
As described below in Item 5.07 of this Current Report on Form 8-K, on April 23, 2025, at the annual meeting of stockholders of Calavo Growers, Inc., the stockholders of Calavo Growers, Inc. approved the Amended and Restated Calavo Growers, Inc. 2020 Equity Incentive Plan (the “Amended Plan”). The Amended Plan was adopted by the Company’s Board of Directors (the “Board”) on February 27, 2025, subject to approval by the stockholders at the annual meeting.
A description of the material terms of the Amended Plan is set forth in Proposal 4 contained in the Company’s definitive proxy statement for the annual meeting filed with the Securities and Exchange Commission on February 28, 2025. The above description of the Amended Plan is qualified in all respects by the full text of the Amended Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 23, 2025, we held the annual meeting of shareholders of Calavo Growers, Inc. At the meeting, the holders of our outstanding common stock acted on the following matters:
(1) The shareholders voted and elected the following 8 directors, each to serve for a term of one year. Shareholders were entitled to cumulate their votes for directors. Each nominee received the following votes:
| Name of Nominee | Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Farha Aslam | 10,418,047 | 617,792 | 1,955,374 | |||
| Marc L.Brown | 10,798,726 | 446,881 | 1,955,374 | |||
| Michael A. DiGregorio | 10,632,068 | 406,384 | 1,955,374 | |||
| B. John Lindeman | 9,803,031 | 1,235,421 | 1,955,374 | |||
| Steven W. Hollister | 10,730,022 | 358,765 | 1,955,374 | |||
| Kathleen M. Holmgren | 10,750,272 | 288,181 | 1,955,374 | |||
| J. Link Leavens | 12,240,872 | 1,139,835 | 1,955,374 | |||
| Adriana Mendizabal | 10,558,831 | 477,008 | 1,955,374 |
(2) The shareholders approved the ratification of the appointment of Deloitte & Touche LLP as our independent accountants for fiscal 2025. Votes cast were as follows:
| For | 13,192,553 | |
| Against | 21,705 | |
| Abstain | 103,883 |
(3) The shareholders voted on an advisory basis and approved the compensation of the executive officers of Calavo Growers, Inc. as disclosed in the company’s 2025 proxy statement. Votes cast were as follows:
| For | 11,187,620 | |
| Against | 145,713 | |
| Abstain | 29,434 | |
| Broker Non-Votes | 1,955,374 |
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(4) The shareholders voted and approved an amendment and restatement of the Calavo Growers, Inc. 2020 Equity Incentive Plan as disclosed in the company’s 2025 proxy statement. Votes cast were as follows:
| For | 10,607,635 | |
| Against | 715,140 | |
| Abstain | 39,992 | |
| Broker Non-Votes | 1,955,374 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit Number | Description |
| 10.1 | Amended and Restated Calavo Growers, Inc. 2020 Equity Incentive Plan |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
| Calavo Growers, Inc. | ||
| April 28, 2025 | ||
| By: | /s/ Lecil Cole | |
| Lecil Cole | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
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