Cadiz (CDZI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, with stockholders voting on key proposals including director elections, an amendment to the equity incentive plan, auditor ratification, and a say-on-pay advisory vote.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with detailed instructions for voting and participation provided.

• Only stockholders of record as of April 17, 2025, are entitled to vote, with a majority of outstanding shares required for quorum.

Voting matters and shareholder proposals

• Eight directors are nominated for election, each to serve until the next annual meeting.

• Proposal to amend the 2019 Equity Incentive Plan to increase reserved shares by 2,000,000, from 5,200,000 to 7,200,000.

• Ratification of PricewaterhouseCoopers LLP as independent auditors for fiscal year 2025.

• Advisory vote on executive compensation (say-on-pay) is included.

• Stockholder proposals for the 2026 meeting must be submitted by December 30, 2025.

Board of directors and corporate governance

• The board consists of eight nominees with diverse backgrounds in public policy, finance, sustainability, and executive leadership.

• 75% of the board are women and/or racially and ethnically diverse.

• All board committees are composed entirely of independent directors.

• Four standing committees: Audit and Risk, Compensation, Corporate Governance and Nominating, and Equity, Sustainability and Environmental Justice (ESEJ).

• The ESEJ Committee oversees ESG, environmental justice, and community engagement initiatives.