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

March 23 25, 2026

Date of Report (date of earliest event reported)

Limoneira Company

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-34755		77-0260692
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1141 Cummings Road

Santa Paula, CA 93060

(Address of Principal Executive Offices) (Zip Code)

(805) 525-5541

(Registrant’s Telephone Number, Including Area Code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

LMNR

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 85.0107 ~~Other~~Submission ~~Events.~~of Matters to a Vote of Security Holders

On March 2325, 2026, Limoneira Company, a Delaware corporation (the “Company”), ~~issued~~held aits ~~press~~Annual ~~release~~Meeting ~~announcing~~at ~~that~~10:00 ~~its~~a.m. ~~Board~~Pacific ofTime, ~~Directors~~at (the ~~“Board”)~~Museum of Ventura County Agriculture ~~paused~~Museum, ~~its~~926 ~~regular~~Railroad ~~cash~~Avenue, ~~dividends~~Santa onPaula, ~~its~~California ~~outstanding~~93060. ~~common~~A ~~stock~~total toof ~~support~~18,130,967 shares of the Company’s ~~capital~~Common ~~strategic investments~~Stock, ~~including~~par value ~~transitioning~~$0.01 aper ~~portion~~share, each of ~~its~~which ~~agriculture~~is ~~lands~~entitled to ~~higher~~one (1) vote (“Common Stock”); 14,790 shares of its Series B 8.75% Convertible Preferred Stock, par value ~~avocado~~$100.00 ~~production~~per share, each of which is entitled to ten (10) votes for a total of 147,900 (“Series B Preferred Stock”); and ~~developing~~9,300 ~~new~~shares ~~housing~~of its Series B-2 4% Convertible Preferred Stock, par value $100.00 ~~The~~per ~~Board~~share, ~~will~~each ~~monitor~~of which is entitled ~~the~~to ~~incremental~~one ~~increases~~(1) invote ~~cash~~(“Series ~~flow~~B-2 Preferred Stock”), were issued, outstanding, and entitled to vote as of January 30, 2026, the record ~~Company~~date ~~attributable~~for tothe ~~these~~Annual ~~strategic~~Meeting. ~~investments~~There were 14,364,925.61 shares of Common Stock and it14,790 ~~expects~~shares to(or ~~resume~~147,900 ~~dividends~~votes) of Series B Preferred ~~aligned~~Stock ~~with~~present, ~~historical~~in ~~practice~~person asor ~~soon~~by asproxy, itat isthe ~~prudent~~Annual toMeeting, dorepresenting so79.46% of the total shares of capital stock outstanding, which constituted a quorum.

The stockholders were asked to vote on three (3) ~~foregoing~~proposals, ~~description~~with ofCommon ~~the~~Stock, ~~press~~Series ~~release~~B isPreferred ~~qualified~~Stock, ~~entirely~~and bySeries ~~reference~~B-2 toPreferred Stock voting together as a single class for all the ~~complete~~proposals. Set ~~text~~forth ofbelow are the ~~press~~matters ~~release~~acted ~~furnished~~upon ~~as Exhibit~~by ~~99.1~~the ~~hereto~~stockholders and ~~incorporated~~the ~~herein~~final byvoting ~~reference~~results of each such proposal.

Proposal 1: Election of Directors

The following votes were cast with respect to the election of the following nominees as directors of the Company to hold office for a three-year term, ending at the 2029 Annual Meeting of Stockholders:

Shares Voted
	For	Withheld	Broker Non-Votes
Elizabeth Mora	6,186,379.61	4,921,044.00	3,413,762.00
Peter J. Nolan	10,941,016.61	149,387.00	3,413,762.00

Based on the votes set forth above, each of the nominees listed above was duly elected to serve as a director of the Company for a three-year term, ending at the 2029 Annual Meeting of Stockholders.

Proposal 2: Advisory Vote on Executive Compensation

The following votes were cast with respect to the non-binding, advisory vote on compensation of the named executive officers, as disclosed in the Company’s proxy statement pursuant to Item 402 of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended:

Shares Voted
For	Against	Abstain	Broker Non-Votes
8,401,153.04	2,176,063.58	521,847.00	3,413,762.00

Based on the votes set forth above, the compensation of the named executive officers was approved by the stockholders on a non-binding, advisory basis.

Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm

The following votes were cast with respect to the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2026:

Shares Voted
For	Against	Abstain
14,440,149.61	35,825.00	36,851.00

Based on the votes set forth above, the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2026 was duly ratified by the stockholders.

Item 9.01

Financial Statements and Exhibits

~~Exhibits~~104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

99.1	Press Release, dated March 23, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: March 23, 2026	LIMONEIRA COMPANY
Dated: March 27, 2026	LIMONEIRA COMPANY
		By:	/s/ Gregory C. Hamm
			Gregory C. Hamm
			Vice President, Chief Financial Officer and Treasurer

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