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 11, 2024
Cadiz Inc. |
| |
(Exact Name of Registrant as Specified in its Charter) |
Delaware | | 0-12114 | | 77-0313235 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer 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
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
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 (see General Instruction A.2. below):
☐ 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 | | CDZI | | The NASDAQ Global Market |
Depositary Shares (each representing a 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. ☐
--12-31
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Certificate of Incorporation
On June 11, 2024, Cadiz Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 85,000,000 to 100,000,000.
As disclosed in item 5.07 of this Current Report on Form 8-K, the Amendment to Certificate of Incorporation was approved by the Company’s stockholders at the Company’s 2024 annual meeting of stockholders held on June 11, 2024 (the “Annual Meeting”). For a description of the Amendment to Certificate of Incorporation, see “Proposal 2 - Amendment to Certificate of Incorporation” of the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (“SEC”) on April 26, 2024.
The foregoing description of the Amendment to Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to Certificate of Incorporation, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 11, 2024, the Company held its 2024 Annual Meeting of Stockholders. The number of shares represented and voting by proxy at said meeting was 48,306,526.
| | i. | The following directors were elected at the meeting: |
NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES |
| Stephen E. Courter | 41,641,845 | 339,341 | 6,325,340 |
| Maria Dreyfus | 39,704,458 | 2,276,728 | 6,325,340 |
| Maria Echaveste | 41,713,273 | 267,913 | 6,325,340 |
| Winston Hickox | 41,646,930 | 334,256 | 6,325,340 |
| Susan Kennedy | 41,772,495 | 208,691 | 6,325,340 |
| Barbara A. Lloyd | 41,781,117 | 200,069 | 6,325,340 |
| Kenneth T. Lombard | 41,772,852 | 208,334 | 6,325,340 |
| Richard Polanco | 41,766,181 | 215,005 | 6,325,340 |
| Carolyn Webb de Macias | 41,729,752 | 251,434 | 6,325,340 |
| | ii. | The amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock was approved by the following vote: |
| | VOTES |
FOR: | 46,682,059 |
AGAINST: | 1,616,638 |
ABSTAIN: | 7,829 |
| | iii. | The amendment to the Cadiz Inc. 2019 Equity Incentive Plan, as amended (“Plan”), to increase the total number of shares reserved for issuance under the Plan was approved by the following vote: |
| | VOTES |
FOR: | 40,157,622 |
AGAINST: | 1,815,444 |
ABSTAIN: | 8,120 |
BROKER NON-VOTES: | 6,325,340 |
| | iv. | PricewaterhouseCoopers LLP was approved as the Company’s independent auditors for the fiscal year 2024 by the following vote: |
| | VOTES |
FOR: | 48,069,176 |
AGAINST: | 234,933 |
ABSTAIN: | 2,417 |
| | v. | The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following vote: |
| | VOTES |
FOR: | 40,270,161 |
AGAINST: | 1,692,554 |
ABSTAIN: | 18,471 |
BROKER NON-VOTES: | 6,325,340 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 3.1 | | |
| 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
| | CADIZ INC. |
| | | |
| | By: | /s/ Stanley E. Speer |
| | | Stanley E. Speer |
| | | Chief Financial Officer |
Date: June 14, 2024
