8-K
CADIZ INC (CDZI)
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 17, 2020
| Cadiz Inc. | |||
|---|---|---|---|
| (Exact Name of Registrant as Specified in its Charter) | |||
| DELAWARE | 0-12114 | 77-0313235 | |
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) | |
| 550 S. Hope Street, Suite 2850<br><br> <br>Los Angeles, CA | 90071 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (231) 271-1600
| 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 | |
| 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))
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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 17, 2020, the Company held its 2020 Annual Meeting of Stockholders. The number of shares represented and voting by proxy at said meeting was 27,483,625.
| (i) | The following directors were elected at the meeting: | ||
|---|---|---|---|
| NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER<br><br> <br>NON-VOTES |
| --- | --- | --- | --- |
| Keith Brackpool | 25,934,301 | 396,664 | 1,152,660 |
| Stephen E. Courter | 26,299,426 | 31,539 | 1,152,660 |
| Maria Echaveste | 26,303,241 | 27,724 | 1,152,660 |
| Geoffrey Grant | 25,252,706 | 1,078,259 | 1,152,660 |
| Winston Hickox | 26,249,987 | 80,978 | 1,152,660 |
| Murray H. Hutchison | 25,963,621 | 367,344 | 1,152,660 |
| Richard Nevins | 26,320,238 | 10,727 | 1,152,660 |
| Scott S. Slater | 26,298,902 | 32,063 | 1,152,660 |
| Carolyn Webb de Macías | 26,304,238 | 26,727 | 1,152,660 |
(ii) PricewaterhouseCoopers LLP was approved as the Company’s independent auditors for the fiscal year 2020 by the following vote:
| VOTES | |
|---|---|
| FOR: | 27,429,436 |
| AGAINST: | 53,636 |
| ABSTAIN: | 553 |
(iii) The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following vote:
| VOTES | |
|---|---|
| FOR: | 26,258,950 |
| AGAINST: | 69,322 |
| ABSTAIN: | 2,693 |
| BROKER NON-VOTES: | 1,152,660 |
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 22, 2020