Limoneira CO

Proxy Solicitation & Information Statement • Feb 27, 2025

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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 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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

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(Name of Registrant as Specified in Its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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		Your vote matters – here’s how to vote!
		You
may vote online or by phone instead of mailing this card.
		●	We
must receive your proxy no later than April 8, 2025, at 11:59 p.m. Pacific Time
			Online
			Go
to www.envisionreports.com/LMNR or scan the QR code – login details are
located in the shaded bar below.
		●	Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.	●	●	Save
paper, time and money! Sign up for electronic delivery at www.envisionreports.com/LMNR

Annual Meeting Proxy Card

▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

A Proposals – The Board of Directors recommends a vote FOR all nominees and FOR Proposals 2 and 3.

1. To elect three (3) Class II directors to the Board of Directors, each to serve for a three-year term (“Proposal 1”); +

FOR ALL nominees listed below ☐ WITHHOLD AUTHORITY to vote for all nominees listed below ☐ EXCEPTIONS ☐ CUMULATIVE VOTING ELECTIONS ☐

Director Nominee Name	Number of Votes
01 - Barbara Carbone	____ Votes FOR
02 - Gordon E. Kimball	____ Votes FOR
03 - Scott S. Slater	____ Votes FOR
Total Votes Cast:

| 2. | To vote on an advisory resolution to approve the compensation of the Named Executive Officers as disclosed in this proxy statement
(“Proposal 2”); |
| --- | --- |
| 4. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |

| 3. | To ratify the appointment of Deloitte & Touche LLP to service as the independent registered public accounting firm for
Limoneira Company for the fiscal year ending October 31, 2025 (“Proposal 3”); | For — ☐ | Against — ☐ | Abstain — ☐ |
| --- | --- | --- | --- | --- |

B Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below

NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

| Date (mm/dd/yyyy) – Please
print date below. |
| --- |
| / / |

1 U P X +

043HPD

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Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on April 9, 2025. The Notice of the Annual Meeting of Stockholders, Proxy Statement and the Annual Report for the fiscal year ended October 31, 2024, are available at: http://www.envisionreports.com/LMNR

Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/LMNR

▼IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

Proxy – LIMONEIRA COMPANY +

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 9, 2025

at Museum of Ventura County – Agriculture Museum, 926 Railroad Avenue, Santa Paula, CA 93060

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Harold S. Edwards and Mark Palamountain, and each of them, as the attorneys, agents and proxies of the undersigned with full power of substitution to each, to attend and act as proxy or proxies of the undersigned at the Annual Meeting of Stockholders of Limoneira Company to be held at Museum of Ventura County – Agriculture Museum, 926 Railroad Avenue, Santa Paula, CA 93060, on April 9, 2025, at 10:00 a.m., Pacific Time, and at any and all adjournments thereof, and to vote as specified herein the number of shares which the undersigned, if personally present, would be entitled to vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS IN PROPOSAL 1; “FOR” THE ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT (PROPOSAL 2); “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP FOR LIMONEIRA COMPANY FOR THE FISCAL YEAR ENDING OCTOBER 31, 2025 (PROPOSAL 3).

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED “FOR ALL” DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS (PROPOSAL 1); “FOR” THE RESOLUTION TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT (PROPOSAL 2); “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP FOR LIMONEIRA COMPANY FOR THE FISCAL YEAR ENDING OCTOBER 31, 2025 (PROPOSAL 3); AND WILL VOTE IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY OTHER ADJOURNMENT OR POSTPONEMENT THEREOF. IF NO DIRECTION IS MADE, THE VOTING POWER GRANTED TO THE PROXIES INCLUDES THE POWER TO VOTE CUMULATIVELY IN THE ELECTION OF DIRECTORS IF DEEMED NECESSARY OR APPROPRIATE BY THE PROXIES.

(Continued and to be marked, dated and signed, on the other side)

C Non-Voting Items

Change of Address – Please print new address below. Comments – Please print your comments below.

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