false 0000727273 0000727273 2022-07-12 2022-07-12 0000727273 cdzi:CommonStockParValue001PerShareCustomMember 2022-07-12 2022-07-12 0000727273 cdzi:DepositarySharesCustomMember 2022-07-12 2022-07-12
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):   July 12, 2022
 
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, CA
  
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:
 
☐
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 July 12, 2022, 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 deleting the text of Part D of Article FIFTH (governing the calling of special meetings of stockholders) of its certificate of incorporation in its entirety and replacing the same with “Intentionally Omitted” (the “Amendment to Certificate of Incorporation”).
 
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 2022 annual meeting of stockholders held on July 12, 2022 (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 on May 26, 2022.
 
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 hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Amendment to Bylaws
 
On July 12, 2022, the Company’s Board of Directors (the “Board”) approved an amendment to the Company’s bylaws to require that the Board call a special meeting of stockholders of the Company upon the appropriate written request of a stockholder or stockholders of record of the Company holding not less than 20% of the voting power of the then outstanding shares of our capital stock generally entitled to vote (the “Amendment to Bylaws”).
 
The foregoing description of the Amendment to Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to Bylaws, a copy of which is attached hereto as Exhibit 3.2 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 12, 2022, the Company held its 2022 Annual Meeting of Stockholders.  The number of shares represented and voting by proxy at said meeting was 31,319,571.
 
i.
The following directors were elected at the meeting:
 
NOMINEE
VOTES FOR
VOTES WITHHELD
BROKER NON-VOTES
Keith Brackpool
25,425,028
1,586,742
4,307,801
Stephen E. Courter
26,377,683
634,087
4,307,801
Maria Echaveste
26,927,826
83,944
4,307,801
Geoffrey Grant
26,427,201
584,569
4,307,801
Winston Hickox
26,421,556
590,214
4,307,801
Susan Kennedy
25,907,454
1,104,316
4,307,801
Kenneth T. Lombard
26,993,925
17,845
4,307,801
Scott S. Slater
25,941,518
1,070,252
4,307,801
Carolyn Webb de Macias
26,926,427
85,343
4,307,801
 
 
ii.
The amendment to our Certificate of Incorporation to provide additional opportunity for stockholders to call special meetings was approved by the following vote:
 
 
VOTES
FOR:
26,994,819
AGAINST:
13,622
ABSTAIN:
3,329
BROKER NON-VOTES:
4,307,801
 
 
iii.
Amendment No. 1 to the Cadiz Inc. 2019 Equity Incentive Plan to increase the total number of shares reserved for issuance under the Plan was approved by the following vote:
 
 
VOTES
FOR:
25,457,598
AGAINST:
1,535,681
ABSTAIN:
18,491
BROKER NON-VOTES:
4,307,801
 
 
iv.
PricewaterhouseCoopers LLP was approved as the Company’s independent auditors for the fiscal year 2022 by the following vote:
 
 
VOTES
FOR:
31,279,888
AGAINST:
32,184
ABSTAIN:
7,499
 
 
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:
26,523,212
AGAINST:
469,811
ABSTAIN:
18,747
BROKER NON-VOTES:
4,307,801
 
 
 
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
3.1
  
3.2
  
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:  July 15, 2022
 
 
 
EXHIBIT 3.1image1.jpgimage2.jpg
 

EXHIBIT 3.2

 

AMENDMENT TO BYLAWS

OF

CADIZ INC.

 

The bylaws of Cadiz Inc., a Delaware corporation, are hereby amended as follows:

 

1.

The Bylaws are hereby amended delete the text of Section 2.3 thereof in its entirety and insert the following in lieu thereof:

 

“a.        Except as otherwise provided by or pursuant to the provisions of the certificate of incorporation (including any certificate filed with the Secretary of State of the State of Delaware establishing a series of preferred stock) (as the same may be amended or amended and restated, the “Certificate of Incorporation”), subject to the rights of the holders of any outstanding series of preferred stock, special meetings of stockholders, for any purpose or purposes, (i) may be called at any time and be held at, such date, time and place, if any, either within or without the State of Delaware, as may be designated solely by (A) the Chief Executive Officer, (B) the President or (C) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption) and (ii) shall be called by the Board of Directors and be held at such date (which date shall be within ninety (90) days of the delivery of the written request of a Qualified Stockholder or Qualified Stockholders (as each is defined below) or such later date as shall be required to allow the corporation to comply with the Securities Exchange Act of 1934, as amended), time and place, if any, either within or without the State of Delaware, as may be designated by the Board of Directors, upon the written request of the stockholder or stockholders of record of the corporation holding not less than twenty percent (20%) in voting power of the then outstanding shares of capital stock of the corporation generally entitled to vote on the business for which such special meeting of stockholders is called (each of which such business must constitute a proper matter for stockholder action) (a “Qualified Stockholder” or “Qualified Stockholders,” respectively), delivered to the Secretary of the corporation at the principal executive offices of the corporation (x) not earlier than the thirtieth (30th) day following the date of any annual meeting of stockholders and (y) not later than the close of business on the ninetieth (90th) day prior to the date of any annual meeting of stockholders; provided, that such request is not revoked by written notice delivered to the Secretary of the corporation at the principal executive offices of the corporation at any time prior to the special meeting, in which case, the Board of Directors shall be entitled to cancel such special meeting notwithstanding that proxies in respect of the business for which such special meeting is called may have been received by the corporation.

 

b.         Notwithstanding the foregoing provisions of Section 2.3, if such Qualified Stockholder (or a qualified representative) does not or Qualified Stockholders (or their qualified representatives) do not, as applicable, appear at such special meeting of stockholders of the corporation to present such business, such (i) business shall not be considered or transacted at such special meeting, notwithstanding that proxies in respect of such vote(s) may have been received by the corporation and (ii) Chairman of the special meeting shall determine and declare to the special meeting that such business was not properly brought before such special meeting in accordance with the provisions of this Section 2.3 and shall so declare to such special meeting and such business shall not be transacted. 

 

 
 

 

c.         The written request of such Qualified Stockholder or Qualified Stockholders contemplated by this Section 2.3 shall (i) state the purpose or purposes of the special meeting of stockholders and include (A) a brief description of the business constituting the purpose or purposes of such special meeting, (B) the text of any business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), (C) the reasons for transacting such business at such special meeting and (D) any material interest in such business of such Qualified Stockholder or Qualified Stockholders, as applicable, and of each beneficial owner, if any, on whose behalf such request is made, (ii) the name and address of such Qualified Stockholder or Qualified Stockholders, as applicable, as they appear on the corporation’s books, and of each beneficial owner, if any, on whose behalf such request is made, (iii) the class, series and number of shares of capital stock of the corporation which are owned beneficially and of record by such Qualified Stockholder or Qualified Stockholders, as applicable, and each beneficial owner, (iv) a representation that such Qualified Stockholder is a holder or Qualified Stockholders are holders, as applicable, of record of shares of capital stock of the corporation entitled to vote at such special meeting and such Qualified Stockholder (or a qualified representative) intends or Qualified Stockholders (or their qualified representatives) intend, as applicable, to appear in person or by proxy at such special meeting to propose such business and (v) a representation as to whether such Qualified Stockholder or Qualified Stockholders, as applicable, or each beneficial owner, if any, intends or is part of a group which intends to (A) deliver by proxy statement and/or form of proxy to holders of at least the percentage of the outstanding shares of capital stock of the corporation required to approve or adopt the or business constituting the purpose or purposes of such special meeting and/or (B) otherwise solicit proxies from stockholders of the corporation in support of such business. 

 

d.         Except as provided in the first sentence of this Section 2.3, special meetings of stockholders may not be called by any other person or persons.  Any special meeting of stockholders may be adjourned or postponed by action of the Board of Directors or, in the case of a special meeting called pursuant to clauses (A) or (B) of subsection a(i) of this Section 2.3, by the person calling the special meeting at any time in advance of such special meeting.  Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice.”

 

[Signature Page Follows]

 

 
 

 

The foregoing Amendment to the Bylaws of Cadiz Inc., a Delaware corporation, was duly adopted by its Board of Directors on July 12, 2022.

 

  /s/  Stanley E. Speer
  Name: Stanley E. Speer
  Title: Secretary