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): April 16, 2024
CADIZ INC.
(Exact name of registrant as specified in its charter)
Delaware | | 0-12114 | | 77-0313235 |
| (State or other jurisdiction of | | (Commission | | (I.R.S. Employer |
| incorporation or organization) | | File Number) | | Identification No.) |
550 S. Hope Street, Suite 2850 | | |
Los Angeles, California | | 90071 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (213) 271-1600
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing 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 | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | CDZI | | The NASDAQ Global Market |
Depositary Shares (each representing 1/1000th fractional interest in share of 8.875% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share | | CDZIP | | The NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On April 16, 2024 (the “Effective Date”), Ms. Susan P. Kennedy entered into an amended and restated employment agreement with Cadiz Inc. (the “Company”) in recognition of the modification and expansion of the duties and responsibilities of Ms. Kennedy as Chair of the Board and Chief Executive Officer (“CEO”) effective January 1, 2024, as previous reported on Form 8-K.
For her services as Chair of the Board and CEO, Ms. Kennedy will receive base compensation of $400,000 and an annual performance-based cash bonus with a target equal to 100% of base salary based upon established goals by the Compensation Committee of the Board of Directors of the Company. Additionally, previously issued unvested performance-based stock awards have been cancelled and replaced with a combination of time-based stock awards and performance-based stock awards.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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, thereunto duly authorized.
| | CADIZ INC. |
| | |
| | By: /s/ Stanley E. Speer |
| | Stanley E. Speer Chief Financial Officer |
Date: April 19, 2024
