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 10, 2019

 
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: (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 July 10, 2019, the Company held its 2019 Annual Meeting of Stockholders.  The number of shares represented and voting in person and by proxy at said meeting was 22,377,474.
 
(i) The following directors were elected at the meeting:
NOMINEE
VOTES FOR
VOTES WITHHELD
BROKER
NON-VOTES
Keith Brackpool
18,096,765
2,500,002
1,780,707
John A. Bohn
20,366,306
230,461
1,780,707
Jeffrey J. Brown
20,371,814
224,953
1,780,707
Stephen E. Courter
20,130,863
465,904
1,780,707
Maria Echaveste
20,591,057
5,710
1,780,707
Geoffrey Grant
20,113,748
483,019
1,780,707
Winston Hickox
20,110,963
485,804
1,780,707
Murray H. Hutchison
20,543,722
53,045
1,780,707
Richard Nevins
20,565,705
31,062
1,780,707
Scott S. Slater
20,565,838
30,929
1,780,707
Carolyn Webb de Macias
20,590,657
6,110
1,780,707


(ii) PricewaterhouseCoopers LLP was approved as the Company's independent auditors for the fiscal year 2019 by the following vote:

 
VOTES
FOR:
22,299,576
AGAINST:
77,508
ABSTAIN:
390


(iii) The Company's stockholders approved the Cadiz Inc. 2019 Equity Incentive Plan by the following vote:

 
VOTES
FOR:
17,283,391
AGAINST:
53,655
ABSTAIN:
3,259,721
BROKER NON-VOTES:
1,780,707

 
(iv) The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, by the following vote:

 
VOTES
FOR:
16,826,292
AGAINST:
76,026
ABSTAIN:
3,694,449
BROKER NON-VOTES:
1,780,707


(v) The Company's stockholders did not approve the stockholder proposal to amend the Bylaws to expand the notice requirements for stockholder business to be timely brought before an annual meeting, if properly presented, by the following vote:

 
VOTES
FOR:
632,024
AGAINST:
16,702,222
ABSTAIN:
3,262,521
BROKER NON-VOTES:
1,780,707

 
 
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/ Timothy J. Shaheen
 
 
Timothy J. Shaheen
 
 
Chief Financial Officer
 
Date:  July 12, 2019