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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): February 25, 2021

 

ALICO, INC.

 

(Exact name of registrant as specified in its charter)

 

 

Florida

 

0-261

 

59-0906081

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

10070 Daniels Interstate Court, Suite 100, Fort Myers, FL 33913

 

(Address of principal executive offices)(Zip Code)

 

239-226-2000

 

(Registrant’s telephone number, including area code)

 

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 C.F.R. 230.425)

Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. 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 C.F.R. 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

 

 ALCO

 

 Nasdaq Global Select 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. 

 

 


 


 

 

Section 5Corporate Governance and Management

Item 5.07Submission of Matters to a Vote of Security Holders

 

Alico, Inc. (the “Company”) held its Annual Meeting of Shareholders on February 25, 2021. There were 7,506,160 shares of common stock entitled to be voted and 5,847,019 shares were voted in person or by proxy, thus a quorum was present. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final voting tally certified by the Company’s Inspector of Elections with respect to each matter.  A more complete description of each matter is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 19, 2021.

 

Proposal 1: The Company’s shareholders elected each of the Company’s nine nominees for director to hold office for the ensuing year, or until their respective successors are duly elected and qualified, as set forth below:

 

 

 

FOR

 

WITHHELD

 

BROKER

NON-VOTES

 

 

 

 

 

 

John E. Kiernan

 

4,900,864

 

143,532

 

802,623

George R. Brokaw

 

4,900,422

 

143,974

 

802,623

R. Greg Eisner

 

4,418,323

 

626,073

 

802,623

Katherine R. English

 

4,890,789

 

153,607

 

802,623

Benjamin D. Fishman

 

4,766,488

 

277,908

 

802,623

W. Andrew Krusen, Jr.

 

4,881,683

 

162,713

 

802,623

Toby K. Purse

 

4,765,944

 

278,452

 

802,623

Adam H. Putnam

 

4,897,739

 

146,657

 

802,623

Henry R. Slack

 

4,897,869

 

146,527

 

802,623

 

Proposal 2: The Company’s shareholders voted in favor of ratifying the Audit Committee’s selection of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2021, as set out below.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

5,791,030

 

29,699

 

26,290

 

0

 

Proposal 3: The Company’s shareholders voted in favor of the advisory approval of the compensation of the Company’s Named Executive Officers.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

4,466,994

 

460,135

 

117,267

 

802,623

 

Proposal 4: The Company’s shareholders voted in favor of the advisory approval of the three-year frequency for the Company’s Named Executive Officers compensation program (say-on-pay) advisory vote.

 

3 YEARS

 

2 YEARS

 

1 YEAR

 

ABSTAIN

 

BROKER

NON-VOTES

2,922,523

 

11,245

 

1,970,283

 

140,345

 

802,623

 

 


 

 

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.

 

 

Date: March 1, 2021

ALICO, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Richard Rallo

 

 

 

 

 

 

 

Richard Rallo

 

 

 

Senior Vice President and Chief Financial Officer