lmnr_proxy

DEF 14A 1 lmnr_def14a-32222.htm DEFINITIVE PROXY STATEMENT lmnr_proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

☒

Filed by a Party other than the Registrant

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Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

LIMONEIRA COMPANY

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Form, Schedule or Registration Statement No.:

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2022 Notice of Annual Meeting
and Proxy Statement

Dear Fellow Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend via webcast the 2022 Annual Meeting of Stockholders (“Annual Meeting”) of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”). The meeting will be held on March 22, 2022, at 10:00 a.m. Pacific Time. Due to continuing concerns regarding the coronavirus (“COVID-19”) pandemic and to protect the well-being of our stockholders, Board of Directors, employees and other attendees, our Annual Meeting will be a virtual meeting conducted solely online via live webcast communication. This means that you will be able to participate in the Annual Meeting and vote during the Annual Meeting via live webcast by visiting https://edge.media-server.com/mmc/p/d7o7c65g. There will be no in-person Annual Meeting. To participate in the Annual Meeting, registered stockholders will need the control number included on their proxy card and all other stockholders will need to follow the instructions that accompanied their proxy materials.

From our Board of Directors, to our over 400 employees, and everyone in between, our strong company culture and effective human capital management allowed us to navigate unprecedented societal and business challenges that continue even as of this writing in early 2022. We are extremely proud of our response to the COVID-19 pandemic with solutions to protect our employees that allowed us to continue operating as an essential business.

Limoneira is an agricultural and community development company rooted in rich history, heritage and tradition. We seek to not only maximize value for our customers and stockholders, but to enhance our legacy by employing sustainable practices in all aspects of operations including stewardship of both our natural and human resources. While in pursuit of our objectives, we adhere to the highest standards of integrity and fairness in our relationships with employees, customers, stockholders, suppliers and our community.

Enclosed please find our Notice of 2022 Annual Meeting of Stockholders and Proxy Statement, a proxy card and our annual report. The proxy statement contains important information about the business to be conducted at the Annual Meeting, the proposals we will consider and how you can vote your shares. Please be sure to carefully follow the instructions contained in these proxy materials.

Your vote is very important to us. We encourage you promptly to vote your shares by telephone, Internet or by completing, signing, dating and returning the enclosed proxy card, which contains instructions on how you would like your shares to be voted. Please submit your proxy regardless of whether you will attend the virtual Annual Meeting. This will help us ensure that your vote is represented at the Annual Meeting.

On behalf of the Board of Directors and the management of Limoneira Company, I extend our appreciation for your investment in Limoneira Company.

Sincerely,

Gordon E. Kimball
Chairperson of the Board of Directors

Notice of Annual Meeting of Stockholders
To Be Held Tuesday, March 22, 2022

Limoneira Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) will be held via live webcast on Tuesday, March 22, 2022 at 10:00 a.m., Pacific Time, or such later date or dates, as such Annual Meeting date may be adjourned.

The meeting can be attended via webcast by visiting https://edge.media-server.com/mmc/p/d7o7c65g. To participate in the Annual Meeting, registered stockholders will need the control number included on their proxy card and will need to follow the instructions that accompany their proxy materials. The Annual Meeting will be held for the following purposes, as more fully described in the accompanying Proxy Statement:

•to elect four Class II directors to the Board of Directors, each to serve for a three-year term (“Proposal 1”);

•to vote on an advisory resolution to approve the compensation of the Named Executive Officers as disclosed in this proxy statement (“Proposal 2”)

•to ratify the appointment of Deloitte & Touche LLP to serve as the independent auditor for Limoneira Company for the fiscal year ending October 31, 2022 (“Proposal 3”);

•to approve the Limoneira Company 2022 Omnibus Incentive Plan (“Proposal 4”); and

•to consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors recommends that you vote FOR ALL the director nominees, FOR the advisory approval of the compensation of the Named Executive Officers, FOR the ratification of the independent auditor, and FOR the Limoneira Company 2022 Omnibus Incentive Plan.

Stockholders of record at the close of business on February 1, 2022, will be entitled to notice of, and to vote at, the Annual Meeting and at any subsequent adjournments or postponements. A list of these stockholders entitled to vote at the Annual Meeting will be available for inspection for 10 days preceding the Annual Meeting at our principal executive offices at 1141 Cummings Road, Santa Paula, California 93060. We will begin mailing the Notice of Annual Meeting, proxy statement and proxy card on or about February 15, 2022, to stockholders of record at the close of business on February 1, 2022.

To be sure that your shares are properly represented at the Annual Meeting, whether or not you attend via webcast, please promptly vote your shares either by telephone, Internet or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed envelope. We must receive your proxy no later than 11:59 p.m. Pacific Time, on March 21, 2022.

Please carefully read the sections in the proxy statement on participating and voting at the Annual Meeting to ensure that you comply with these requirements.

By order of the Board of Directors.

Mark Palamountain
Chief Financial Officer, Treasurer and Corporate Secretary


Limoneira Company	i	2022 Proxy Statement

Table of Contents


Proxy Statement For Annual Meeting of Stockholders	1
Purpose of Meeting	1
Questions and Answers About Attending and Voting at the Annual Meeting	2
Fiscal Year Highlights	6
Business Performance / Fiscal Year Achievements	6
Environmental, Social and Governance Initiatives	7
Corporate Governance	12
Proposal 1: Election of Directors	12
Board Structure	12
Nominees for Election to the Board of Directors	13
Required Vote for Election of Directors	15
Recommendation of the Board	15
Directors Not Up for Re-Election	16
Board Oversight Responsibilities	20
Leadership Structure	20
Risk Oversight	20
Code of Ethics	20
Nominations of Directors and Diversity	21
Nomination of Directors	21
Board and Director Evaluation and Review Process	21
Board Diversity	22
Board Meetings and Attendance	22
Director Independence	23
Committees of the Board	23
Director Compensation	25
Compensation Discussion and Analysis	27
Certain Information Regarding Our Executive Officers	27
Key Executive Compensation Objectives	27
Key Compensation Decisions and Developments for Fiscal Year 2021	28
Oversight of Executive Compensation	28
Elements of Compensation	29
Base Salaries	29
Annual Cash-Based Incentive Bonuses	29
Annual Equity-Based Incentive Bonuses	29


Limoneira Company	ii	2022 Proxy Statement


Discretionary Equity-Based Retention Awards	30
Retirement Plans	30
Nonqualified Deferred Compensation	30
Change In Control, Separation or Severance Benefits	30
Estimated Potential Incremental Payments Upon Change of Control or Certain Termination Events	32
Perquisities and Other Personal Benefits	32
Employment Agreements	32
Hedging and Pledging Policies	32
Other	33
Chief Executive Officer Pay Ratio	33
Benchmarking	33
Risk Assessment	34
Effect of Say-On-Pay Vote	34
Summary Compensation Table for Fiscal Years 2021, 2020 and 2019	35
Grants of Plan-Based Awards in Fiscal Year 2021	36
Outstanding Equity Awards at 2021 Fiscal Year End	37
Option Exercises and Stock Vested in Fiscal Year 2021	37
Pension Benefits	38
Compensation Committee Report	38
Proposal 2: Advisory Vote on Executive Compensation	39
Required Vote for Stockholder Approval	39
Recommendation of The Board	39
Audit Committee Matters	40
Proposal 3: Ratification of Selection of Independent Auditor	40
General	40
Fees	40
Pre-Approval Policies and Procedures	41
Required Vote For Stockholder Approval	41
Recommendation of the Board	41
Audit and Finance Committee Report	42
Stock Ownership Information	43
Security Ownership of Certain Beneficial Owners and Management	43
Securities Authorized For Issuance Under Equiry Compensation Plans	44
Certain Relationships and Related-Party Transactions	44
Deliquent Section 16(a) Reports	46


Limoneira Company	iii	2022 Proxy Statement


Proposal 4: Approval of the Limoneira Company 2022 Omnibus Incentive Plan	46
General	46
Summary of the 2022 Omnibus Plan	46
Required Vote to Approve the 2022 Plan	51
Recommendation of the Board	51
Stockholder Communications with the Board	52
Stockholder Proposals for 2023 Annual Meeting	53
United States Securities and Exchange Commission Reports	54
Delivery of Documents to Stockholders Sharing and Address	55
Other Matters	56
Appendix A – Limoneira Company 2022 Omnibus Incentive Plan	A-1

Except where the context indicates otherwise, “the Company,” “we,” “us” and “our” refer to Limoneira Company and its wholly owned subsidiaries. References to “stockholders” refer to stockholders of Limoneira Company.

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Limoneira Company	1	2022 Proxy Statement

Proxy Statement for Annual Meeting of Stockholders

LIMONEIRA COMPANY
1141 Cummings Road
Santa Paula, California 93060

Proxy Statement for Annual Meeting of Stockholders

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”), for the 2022 Annual Meeting of Stockholders, to be held via webcast on Tuesday, March 22, 2022, at 10:00 a.m., Pacific Time. We refer to the 2022 Annual Meeting of Stockholders as the “Annual Meeting.” The Notice of Annual Meeting, proxy statement and proxy card are first being mailed or provided to stockholders on or about February 15, 2022.


ANNUAL MEETING OF STOCKHOLDERS	Time and Date10:00 a.m. Pacific Time, March 22, 2022
ANNUAL MEETING OF STOCKHOLDERS	Record DateFebruary 1, 2022

Purpose of Meeting

As described in more detail in this proxy statement, the Annual Meeting is being held for the following purposes:


Proposal		Board of Directors Vote Recommendation	Page Reference
1.	to elect four Class II directors to the Board of Directors, each to serve for a three-year term (“Proposal 1”);	FOR	Page 12
2.	to vote on an advisory resolution to approve the compensation of the Named Executive Officers as disclosed in this proxy statement (“Proposal 2”);	FOR	Page 39
3.	to ratify the appointment of Deloitte & Touche LLP to serve as the independent auditor for Limoneira Company for the fiscal year ending October 31, 2022 (“Proposal 3”);	FOR	Page 40
4.	to approve the Limoneira Company 2022 Omnibus Incentive Plan (“Proposal 4”); and	FOR	Page 46
5.	to consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.


Limoneira Company	2	2022 Proxy Statement

Questions and Answers About Attending and Voting
at the Annual Meeting

Computershare Trust Company, N.A. (“Computershare”) has been selected as our inspector of election. As part of its responsibilities, Computershare is required to independently verify that you are a stockholder of the Company eligible to participate in the Annual Meeting and to determine whether you may vote at the Annual Meeting. Therefore, it is very important that you follow the instructions below to participate in the Annual Meeting.

Where and when will the meeting be held?

This year’s meeting will be held on March 22, 2022, and will begin at 10:00 a.m., Pacific Time. The Annual Meeting will be held only by means of a live webcast.

What if I wish to attend the meeting?

We will host the Annual Meeting live via the Internet. You will not be able to attend the Annual Meeting in person. Any stockholder can listen to and participate in the Annual Meeting live via the Internet at https://edge.media-server.com/mmc/p/d7o7c65g. The webcast will start at 10:00 a.m., Pacific Time, on March 22, 2022. Until the voting is announced to be closed, stockholders may vote while connected to the Annual Meeting on the Internet.

Instructions on how to connect and participate in the Annual Meeting, including how to demonstrate proof of ownership of our common shares, are posted at https://edge.media-server.com/mmc/p/d7o7c65g If you do not have your control number that is printed in the box marked by the arrow on your proxy card (if you received a printed copy of the proxy materials), you will need to enter as a guest and will only be able to listen to the Annual Meeting.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will consider and vote on the following matters:


☑	a vote FOR ALL of the four nominees for director, each to serve for a three-year term (Proposal 1);
☑	a vote FOR the approval, on an advisory basis, of the compensation of Named Executive Officers (Proposal 2)
☑	a vote FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending October 31, 2022 (Proposal 3); and
☑	a vote FOR the approval of the Limoneira Company 2022 Omnibus Incentive Plan (Proposal 4).

The stockholders will also consider and act on any other matters as may properly come before the meeting, or any adjournment or postponement thereof.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of our common stock at the close of business on February 1, 2022 (the “Record Date”), are entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 1,700,038 shares of common stock outstanding and entitled to vote, 14,790 shares of Series B Convertible Preferred Stock outstanding and entitled to vote and 9,300 shares of Series B-2 Convertible Preferred Stock outstanding and entitled to vote, held by approximately 5,400 beneficial holders. Holders of our common stock and Series B-2 Convertible Preferred Stock are entitled to one vote per share while holders of our Series B Convertible Preferred Stock are entitled to ten votes per share.

How do I participate in the Annual Meeting?

To attend the Annual Meeting, log in at https://edge.media-server.com/mmc/p/d7o7c65g. If you do not have your unique control number that is printed in the box marked by the arrow on your proxy card (if you received a printed copy of the proxy materials), you will only be able to listen to the Annual Meeting.


Limoneira Company	3	2022 Proxy Statement

If I am a stockholder of record of common stock, how do I vote?

If your shares of common stock are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the stockholder of record with respect to those shares and you may cast your vote by any one of the following ways:


	By Telephone: Call 1-800-652-8683: You can use any touch-tone telephone to transmit your voting instructions up until voting is announced to be closed during the Annual Meeting. Have your proxy card in hand when you call and follow the instructions..
	Over the Internet: Go to www.investorvote.com/LMNR. You can use the Internet 24 hours a day to transmit your voting instructions until voting is announced to be closed during the Annual Meeting. Have your proxy card in hand when you access the website and follow the instructions.
	By Mail: You may submit your vote by completing, signing and dating your proxy card and returning it in the prepaid envelope to Proxy Services, C/O Computershare Investor Services, PO Box 505008, Louisville, KY 40233-9814 to be received by 11:59 p.m., Pacific Time, on March 21, 2022.
	During the Meeting: The Annual Meeting will be a virtual only meeting and can be accessed on the Internet at https://edge.media-server.com/mmc/p/d7o7c65g. Submitting a proxy will not prevent a stockholder from attending the Annual Meeting virtually and voting online during the Annual Meeting and revoking an earlier-submitted proxy in accordance with the process outlined below under the heading “What if I want to change or revoke my vote?”

If you received a proxy card in the mail but choose to vote by telephone or Internet, you do not need to return your proxy card.

When properly completed, a proxy will ensure that your shares are voted as you direct. To ensure that your vote is represented at the Annual Meeting, we strongly encourage you to complete a proxy regardless of whether you plan to participate in the Annual Meeting.

YOU MAY VOTE BY PHONE OR INTERNET UNTIL VOTING IS ANNOUNCED TO BE CLOSED DURING THE ANNUAL MEETING. IF WE DO NOT RECEIVE YOUR PAPER PROXY CARD BY 11:59 P.M., PACIFIC TIME, ON MARCH 21, 2022, YOUR PROXY WILL NOT BE VALID. IN THIS CASE, UNLESS YOU PARTICIPATE IN THE ANNUAL MEETING VIA WEBCAST, YOUR VOTE WILL NOT BE REPRESENTED.

If I am a beneficial owner of shares of common stock held in street name, how do I vote?

If you hold your shares in street name, your bank, broker or its appointed agent is forwarding these proxy materials to you. You should also have received a voting instruction form or a notice containing voting instructions from your bank or broker. We strongly encourage you to promptly complete the voting instruction form and follow the voting instructions in the notice to ensure that your vote is counted. Your bank or broker will vote your shares as you instruct on the voter instruction card.

If your shares are held in street name, you must register in advance to participate in the virtual Annual Meeting. To register to participate in the Annual Meeting, you must submit proof of your proxy power (legal proxy) reflecting your Limoneira holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Pacific Time, on March 17, 2022. Requests for registration by email may be made by forwarding the email from the organization who holds your shares, or attaching an image of your legal proxy and emailing it to legalproxy@computershare.com. Requests for registration by mail should be sent to Computershare, Attn: Legal Proxy, P.O. Box 505000, Louisville, KY 40233.

What does it mean to vote by designated proxies?

The persons who are the designated proxies will vote as you direct in your proxy or voter instruction card. Please note that proxies returned without voting directions, and without specifying a proxy to attend the Annual Meeting and vote on your behalf, will be voted by the proxies designated by our Board in accordance with the recommendations of our Board.


Limoneira Company	4	2022 Proxy Statement

What if I want to change or revoke my vote?

You may revoke or change your proxy any time before the Annual Meeting by:

•Submitting your vote at a later time via the Internet or telephone prior to the Annual Meeting;

•Submitting a properly signed proxy card with a later date that is received at or prior to the Annual Meeting; or

•Providing notice in writing before the meeting to: Mark Palamountain, Chief Financial Officer, Treasurer and Corporate Secretary, Limoneira Company, 1141 Cummings Road, Santa Paula, California 93060 or by facsimile to (805) 525-8211.

What if I submit a proxy without giving specific voting instructions?

If you properly submit a proxy without giving specific voting instructions, the individuals named as proxies on the proxy card will vote your shares:

•FOR the election of the four Class II nominees for Director;

•FOR the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers;

•FOR the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending October 31, 2022;

•FOR the approval of the Limoneira Company 2022 Omnibus Incentive Plan; and

•in accordance with the best judgment of the individuals named as proxies on the proxy card on any other matters properly brought before the Annual Meeting.

Will my shares be voted if I do not provide my proxy?

If you are a registered stockholder and do not submit a proxy, you must attend the meeting via webcast in order to vote your shares up until voting is announced to be closed at the Annual Meeting. If you hold shares in “street name,” your shares may be voted with respect to discretionary matters even if you do not provide voting instructions to your bank or broker but will not be voted with respect to non-discretionary items, pursuant to current industry practice. In the case of non-discretionary items, shares not voted are treated as “broker non-votes.” The proposals to elect directors (Proposal 1), to vote on an advisory resolution to approve the executive compensation (Proposal 3) and to approve the Limoneira Company 2022 Omnibus Incentive Plan (Proposal 4) are considered non-discretionary items; therefore, you must provide instructions in order to have your shares voted on these matters.

What constitutes a quorum, permitting the meeting to conduct its business?

The presence at the Annual Meeting, participating in-person via webcast or by proxy, of holders of a majority of the issued and outstanding shares of common stock entitled to vote as of the Record Date is considered a quorum for the transaction of business. If you attend the Annual Meeting to vote in person via webcast or submit a properly completed proxy by mail, by telephone or via the internet, your shares of common stock will be considered part of the quorum.

Shares represented by proxies that are marked “Abstain” or “Withhold” will be counted as shares present for purposes of determining the presence of a quorum. Shares of stock entitled to vote that are represented by broker non-votes will be counted as shares present for purposes of determining the presence of a quorum. A broker non-vote occurs when the broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power to vote on that proposal without specific voting instructions from the beneficial owner.

If the persons present or represented by proxies at the Annual Meeting do not constitute a quorum, we will postpone the Annual Meeting to a later date.

How many votes are needed to approve a proposal?

For the proposal to elect four directors (Proposal 1), each director nominee receiving a plurality of the votes cast at the Annual Meeting will be elected as a director. Stockholders shall be permitted to cumulate votes for the election of directors.

The proposal to approve, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2), the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022 (Proposal 3), and the proposal to approve the Limoneira Company 2022 Omnibus Incentive Plan (Proposal 4), each require the affirmative vote of a majority of the shares present or participating by proxy and entitled to vote at the Annual Meeting to be approved.


Limoneira Company	5	2022 Proxy Statement

Computershare, the proxy tabulator and inspector of election appointed for the Annual Meeting, will tabulate all votes. Computershare will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

How is the solicitation being made?

We, the Company, are making this solicitation and as such, the cost of solicitation of proxies will be borne by us. Our directors, officers, and employees may make solicitation, personally or by telephone, email or fax. The Notice and the Proxy Materials will be distributed to beneficial owners of common stock through brokers, custodians, nominees and other like parties, and we expect to reimburse such parties for their charges and expenses.

We may supplement the original solicitation of proxies by mail with solicitation by telephone, and other means by directors, officers and/or employees of the Company. We will not pay any additional compensation to these individuals for any such services.

What should I do if I have questions?

If you have any questions or require any assistance with voting your shares of common stock please contact via mail directed to our corporate headquarters located at: Limoneira Company, 1141 Cummings Road, Santa Paula, California 93060, attention: Mark Palamountain, Chief Financial Officer, Treasurer and Corporate Secretary, or by facsimile to (805) 525-8211.


Limoneira Company	6	2022 Proxy Statement

Fiscal Year Highlights

Business Performance/Fiscal Year Achievements

We are equal partners in a joint venture with The Lewis Group of Companies (“Lewis”) for the residential development of our East Area I real estate development project. To consummate the transaction, we formed Limoneira Lewis Community Builders, LLC (“LLCB”) as the development entity. The first phase of the project broke ground to commence mass grading in November 2017. LLCB has closed on lot sales representing 586 units from inception through October 31, 2021, including 232 units in fiscal year 2021. For further information see Note 7 – Real Estate Development of the notes to consolidated financial statements included in our fiscal year 2022 Annual Report on Form 10-K.

In December 2020, we received $5.0 million of federal income tax refunds related to the Coronavirus Aid Relief and Economic Security Act (“CARES Act”) and received an additional $0.9 million of California state refunds in the third quarter of fiscal year 2021.

In June 2021, we entered into an agreement, effective March 1, 2021, to sell and license certain assets of Trapani Fresh to our 49% partner in the joint venture, FGF Trapani (“FGF”). These assets consist of packing supplies and certain intangible assets related to the packing, marketing, and selling business of Trapani Fresh. The total consideration to be received is approximately $3.9 million over an 8-year term in 16 equal installments. There was no material gain or loss recognized on the transaction. In August 2021, we entered into several additional agreements whereby the additional 25% interest in Finca Santa Clara (“Santa Clara”) was transferred into the trust resulting in the trust now holding a 100% interest in Santa Clara. Trapani Fresh owns and operates the 1,200-acre Santa Clara ranch and now sells the lemons it grows to FGF, who packs, markets, and sells the fruit to its customers. As a result of this transaction, Trapani Fresh now recognizes lemon revenues at the market price, less packinghouse charges to harvest, pack and market the fruit.

In June 2021, we entered into a Master Loan Agreement (the “MLA”) with Farm Credit West, PCA (the “Lender”) dated June 1, 2021, together with a revolving credit facility supplement (the “Revolving Credit Supplement”), a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement,” and together with the Revolving Credit Supplement, the “Supplements”) and an agreement to convert to fixed interest rate (“Fixed Interest Rate Agreement”). The MLA governs the terms of the Supplements. The MLA amends and restates the previous Master Loan Agreement between our Company and the Lender, dated June 19, 2017 and extends the principal repayment to July 1, 2026.

In July 2021, we entered into a non-binding letter of intent to sell approximately 25 acres of our East Area II property in five staged purchases to an investment company for the purpose of constructing a medical campus consisting of medical office buildings and an acute care hospital. Completion of the transaction is subject to the execution of a purchase and sale agreement and resolution of certain contingencies.

In August 2021, we entered into an equipment finance agreement (the “FCW term loan”) with the Lender in the amount of $2.5 million and used the proceeds to pay off the Wells Fargo term loan. The FCW term loan has a fixed interest rate of 3.19% and is payable in monthly installments through September 2026.

In September 2021, the Board of Directors of our Company approved a share repurchase program authorizing us to repurchase up to $10.0 million of our outstanding shares of common stock through September 2022. No shares have been repurchased under this program as of the date of this Proxy Statement.

On December 14, 2021, we declared a cash dividend of $0.075 per common share paid on January 14, 2022, in the aggregate amount of $1.3 million to stockholders of record as of December 27, 2021.


Limoneira Company	7	2022 Proxy Statement

Environmental, Social and Governance Highlights

Our Mission Statement

“Limoneira is an agricultural and community development company which, based upon its rich heritage and traditions, seeks to not only maximize value for its customers and stockholders, but to enhance its legacy by employing sustainable practices in all aspects of operations including stewardship of both its natural and human resources.”

For 129 years, Limoneira Company has contributed to society in many ways by taking care of our employees and their families, being a good neighbor in our local communities, and operating our business in an ethical, environmentally responsible and socially inclusive manner. Our progress is not only measured by dollars, but in the lives we touch and the communities we lift. Limoneira recognizes the increased emphasis by stockholders, business partners and other key constituents in recent years on environmental, social and governance (“ESG”) sustainability programs.

We are continuing to make both financial and human capital investments relating to sustainability stewardship. It starts with cohesive teams that are collaborative, inclusive, and diverse, and that are aligned around our mission statement and philosophy. More important than setting ambitious goals is achieving them. Leaders are responsible for embedding these targets throughout their operations and are held accountable for progress and ultimately the achievement of our targets including through the annual compensation process.

If 2021 taught us anything, it is that society and our industry will continue to face new challenges. Limoneira is committed to being a catalyst for positive change and we continue to view these challenges as an opportunity to create a better future. In short, we believe we can do well by doing good sustainable things.

The Company is committed to improved reporting around these and other programs that impact ESG visibility. The Company has an executive-led cross-functional team (the “ESG Group”) that includes representation from our Board, senior management, human resources, compliance and operations. The ESG Group has been tasked with taking meaningful steps to establish a series of short-term and long-term goals that demonstrate our commitment to further improvement.

Governance:

We are focused and committed to upholding strong governance practices to protect the interests of and create long-term value for our investors, supply chain, customers, employees and communities.

Social:

We are committed to improving the lives of all our stakeholders by helping to provide access to our products and increasing the diversity of our workforce and Board of Directors.

Environment:

We are dedicated to practices that strengthen our business while reducing negative environmental impact.

We have a long history of strong commitment to being an ethical and responsible company acting with integrity and respect for each other, our communities, and the environment. The Nominating and Corporate Governance Committee of our Board is tasked with the responsibility for overseeing our ESG and sustainability programs and practices, including considering potential long- and short-term trends and impacts that environmental and social responsibility and sustainability issues may have related to our business. The chairperson of our Nominating and Corporate Governance Committee is a seasoned ESG professional who provides guidance to our Board as well as the ESG Group. The Director of Compliance & Business Development, also a member of our Board, leads our ESG initiatives.


Limoneira Company	8	2022 Proxy Statement

Social Responsibility

Limoneira is committed to protecting the human rights, safety and dignity of the people who contribute to the success of our business. We also seek to support the welfare of the people who produce, process and harvest the products we sell. Limoneira has a Social Responsibility Committee with representation from our Board, senior management, compliance, human resources and operations.

Limoneira’s overall culture emphasizes the health and safety of our employees and the customers we serve. Our Take a Healthy Stand™ campaign showcases the many ways lemons can play a role in helping to alleviate serious health issues and our free Nature’s Pharmacy™ app links items found in the produce section of local grocery stores to related health benefits. Our Take A Healthy Stand™ educational campaign is supported by research from the National Institute of Health and other objective organizations. Recipes, tips & tricks are developed for Limoneira by Megan Roosevelt, a registered dietitian nutritionist and founder of Healthy Grocery Girl®. Reputable outsides sources are also used for additional recipes, tips & tricks.

Further, Limoneira supports the efforts of the Produce Marketing Association and the United Fresh Produce Association (collectively, the “Association”) to create an industry-wide framework for the responsible production and procurement of fresh fruit, vegetables and flowers. This mission is captured by the Association’s Ethical Charter on Responsible Labor Practices, of which Limoneira is one of many endorsers representing the fresh produce industry that includes growers, labor agencies, packers, distributors, foodservice operators, marketers and retailers. In addition, Limoneira has adopted its own Ethical Charter on Responsible Labor Practices (the “Charter”). The Charter includes but is not limited to: prohibiting the use of forced labor and child labor; preventing harassment, abuse and violence in the work environment; ensuring a non-discriminatory work environment; ensuring a safe and healthy work environment; permitting freedom of association and collective bargaining; providing at least the minimum wage and benefits required by law in locations where we and our suppliers do business; ensuring working hours do not exceed the maximum set by applicable law; and operating in strict compliance with all applicable laws. The Charter can be found on our website, www.limoneira.com, under the headings “Investor — Corporate Governance — Ethics and Other Policies.”

Supplier Code of Conduct

We established a Supplier Code of Conduct (“Supplier Code”) to protect the human rights and safety of our supply chain. We recognize and respect the cultural and legal differences found worldwide. In order to align with international standards, our Supplier Code is derived from the policies, standards, and conventions of the United Nations, including the principles related to human rights, labor standards, environment and anti-corruption included in the United Nations Global Compact. Limoneira also has a Policy on Human Rights and Labor (“Policy”). Our Policy and Supplier Code are global in scope and apply to all companies in our supply chain and their facilities, as well as our facilities and operations. The Policy can be found on our website, www.limoneira.com, under the headings “Investor — Corporate Governance — Ethics and Other Policies.”

Limoneira employs a risk-based approach with respect to audits (including environmental, social and governance audits) and seeking to confirm compliance with the Supplier Code. When such audits disclose the need for improvement, Limoneira requires suppliers to adopt corrective action plans and performs subsequent audits to determine progress. Limoneira also offers other capacity building services that improve management systems to address the root causes of alleged violations. Limoneira works with suppliers and/or their facilities to correct Supplier Code violations. Depending on the severity or lack of remediation of Supplier Code violations, Limoneira reserves the right to terminate our relationship and/or purchase orders with a supplier and/or their facility.

Limoneira continually educates our employees on the importance of our Policy and Supplier Code through updated training and in-person seminars to review the requirements and any changes. We also provide annual training for employees and management on the Company’s policies related to discrimination (age, race, sexual orientation, gender identity, and gender expression), ethics, corruption, safety as well as a variety of other factors.

Serving Our Communities

We have deep roots in our communities and each year we collaborate with and devote resources to many worthwhile entities that make our communities special places to live and work. Management and employees volunteer time and resources for various industry, community and non-profit organizations by serving on their boards and committees and staffing events. Our teams work together to raise awareness, generate resources and participate in events that resonate with our local teams, customers and community members. At the local level, some of these initiatives include Santa Paula


Limoneira Company	9	2022 Proxy Statement

Chamber of Commerce, Boys and Girls Club of Santa Clara Valley, Ventura County Food Safety Association, COLAB – Coalition of Labor Agriculture and Business, Students for Eco Education and Agriculture, California Women for Agriculture, Canyon Irrigation Company, and California Arizona Lemon Growers Association.

As part of our ongoing commitment to our communities, we sponsor many charities and events. We fund children’s agricultural education, college scholarships, health and human services, industry, community, cultural events and projects that make our communities more vibrant and sustainable. Limoneira also founded a federal credit union, which is housed onsite at our corporate office, to provide agricultural employees an opportunity to accumulate savings and create a source of credit. Harvest at Limoneira, our master-planned community, continues our long history of building, integrating and sustaining community to promote economic, social and cultural vitality in our community

Employee Engagement

At October 31, 2021, we had 268 employees, of which 98 were salaried and 170 were hourly. None of our employees are subject to a collective bargaining agreement. We believe that our relations with our employees are good.

Limoneira’s overall culture emphasizes the health and safety of our employees and the customers we serve. We strive to be a great place for our employees to work and live. We offer competitive pay and best-in-class benefits, including a 401k plan with matching contribution opportunities, comprehensive paid healthcare plans, wellness programs, and tuition reimbursement.

Limoneira has an Illness and Injury Prevention Plan (IIPP), a Safety Guide and conforms to and follows regulations and guidelines set forth by OSHA in our facilities and operations. Where the State’s guidelines, such as Cal OHSA, are different from the OSHA standard, Limoneira adheres to the more restrictive standard. In response to the COVID-19 pandemic, we implemented, and continue to improve, appropriate safety measures in our facilities and locations.

Limoneira is committed to an environment where open and honest communications are the norm, not the exception. We encourage our team members to feel comfortable in approaching supervisors and management. By creating open channels of communication, we promote a positive work environment. An effective reporting system augments our efforts to foster a culture of integrity and ethical decision-making. We selected EthicsPoint, an independent third-party service, to provide us with an anonymous and confidential method for employees to voice their concerns and make reports of alleged misconduct.

Workforce Housing

We own and maintain over 250 residential housing units located in Ventura and Tulare Counties in California. We lease these housing units to employees, former employees and non-employees. Our residential units provide affordable housing to many of our employees, including our agribusiness employees. Employees live close to their work, which reduces traffic and commuting times. Many live onsite at our packinghouse operations and ranches in Santa Paula. This unique employment benefit helps us maintain a dependable, long-term employee base. We partner with some local schools to provide transportation for residents.

Environmental Conservation

We are dedicated to practices that strengthen our business while reducing negative environmental impact. We have a long-standing commitment to environmentally responsible operations and seek to continually improve sustainability throughout the life cycle of our products, including farming, harvest, production, operations, packaging and disposal.

Our business relies on the health of our planet and the well-being of our customers for its continued success. Given th

SEC Form DEF 14A filed by Limoneira Co