Attached files
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| EX-99.1 - Limoneira CO | v188350_ex99-1.htm |
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
Date
of Report (Date of earliest event reported): June 15, 2010
Limoneira
Company
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34755
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77-0260692
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer Identification
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of
incorporation)
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No.)
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1141
Cummings, Road
Santa
Paula, CA 93060
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (805) 525-5541
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section 5
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Corporate Governance &
Management
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Item 5.02
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers
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On June 16, 2010, Limoneira Company
(NASDAQ: LMNR) (the “Company”) issued a press release announcing that, effective
June 15, 2010, Don Delmatoff will resign from his positions as Chief
Financial Officer, Vice President Finance & Administration, and Secretary of
the Company, and will continue working with the Company as a compliance officer
managing the firm’s internal audit and Sarbanes-Oxley reporting requirements as
he transitions towards retirement.
The Company also announced that,
effective June 15, 2010, Joseph Rumley, 51, joined Limoneira as its new Chief
Financial Officer, Secretary, and Treasurer. Mr. Rumley has over 25
years of experience in public and private accounting management
experience. From 2005 to 2008, Mr. Rumley was an audit partner at
Grant Thornton, LLP and from 2008 to present, he was an audit partner at
McGladrey & Pullen, LLP. Mr. Rumley also served as Audit Director
at Deloitte & Touche LLP from 1996 to 2005 where he served public and
private companies in Deloitte’s Consumer Business Practice and Enterprise Risk
Services from 1996 to 2005. Through these roles, Mr. Rumley planned,
conducted, and managed financial and information system audit engagements of
privately and publicly owned companies. Mr. Rumley received a B.S. in
Accounting from California State University Northridge and an MBA with an
emphasis in Finance from Pepperdine University. He is a Certified
Public Accountant.
In connection with Mr. Rumley’s new
positions as Chief Financial Officer, Secretary, and Treasurer, he will receive
an annual base salary of $225,000 and will participate in the Company’s
Management Incentive Plan (the “Management Incentive Plan”) and Stock Grant
Performance Bonus Plan (the “Stock Grant Plan”). Per the terms
of the Management Incentive Plan, Mr. Rumley will be eligible to receive an
annual cash-based incentive bonus in an amount up to a target percentage of his
annual base salary based upon the company’s performance of both pre-determined
operating results and measurable, time-based, and realistic individual goals,
subject to the discretion of the Company’s compensation
committee. The target percentage is based on a graduated scale
ranging from 5% to 100% of Mr. Rumley’s annual base salary. Sixty
percent of the annual cash-based incentive bonus is based on the achievement of
pre-determined operating results and 40% is based upon the achievement of
individual goals recommended by the President and Chief Executive Officer and
approved by the Company’s compensation committee.
Per the terms of the Stock Grant Plan,
Mr. Rumley will be eligible to receive a number of shares of the Company’s
common stock not to exceed an aggregate fair market value of 133% of his then
current base salary based on established performance goals or, within the sole
discretion of the compensation committee, for special achievements outside of
those goals. Seventy percent of the equity-based incentive bonus is
based upon increasing the Company’s pre-tax earnings to an amount greater than
110% of the average for the preceding four years and 30% is based upon
increasing cash provided from operations to an amount greater than 110% of the
average for the preceding four years. Payout of the stock vests 33%
at the time of the award, 33% the following year, and 33% two years after the
award grant date.
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Section 9
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Financial Statements and
Exhibits
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Item 9.01
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Financial Statements and
Exhibits
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(d)
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Exhibits.
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99.1
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Limoneira
Press Release dated June 16, 2010.
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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.
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Date:
June 16, 2010
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LIMONEIRA
COMPANY
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By:
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/s/
Harold S. Edwards
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Harold
S. Edwards
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President
and Chief Executive Officer
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