Limoneira Company (LMNR) Proxy Filing summary

Executive summary

• Fiscal year 2025 saw disappointing financial performance due to lemon oversupply, underutilized packing house, and a smaller avocado crop, but ongoing improvements in farming practices and increased avocado plantings are expected to yield future benefits.

• Strategic initiatives included rejoining Sunkist to streamline lemon operations, launching Phase 3 of the Harvest Project, and increasing ownership in Limco Del Mar to 55% to support a land transition strategy for housing development.

• Multiple asset sales, joint ventures, and a share repurchase program were executed to enhance long-term value, including water rights sales, a composting facility JV with Agromin, and a $30 million share repurchase authorization.

• The company concluded its formal strategic alternatives review but remains open to M&A and asset monetization opportunities.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class III directors for three-year terms, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as the independent auditor for FY2026.

• Cumulative voting is permitted for director elections, and the board recommends voting FOR all proposals.

• Shareholder proposals and nominations for the 2027 meeting must follow specific advance notice and procedural requirements.

Board of directors and corporate governance

• The board consists of seven directors, six of whom are independent; committee chairs are all independent, and 75% of committee leadership roles are held by women.

• The board is divided into three classes with staggered terms; regular board and committee evaluations are conducted, and director education is emphasized.

• Key governance policies include anti-corruption, ethics, clawback, stock ownership, and insider trading policies.

• The board separates the roles of Chairperson and CEO and holds executive sessions of non-management directors at each meeting.