false 0000727273 0000727273 2024-06-11 2024-06-11 0000727273 cdzi:CommonStockCustomMember 2024-06-11 2024-06-11 0000727273 cdzi:DepositarySharesCustomMember 2024-06-11 2024-06-11
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
 
 

Exhibit 3.1

 

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