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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 23, 2024
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ALICO, INC.
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(Exact name of registrant as specified in its charter)
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| 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 200, Fort Myers, FL 33913
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(Address of principal executive offices)(Zip Code)
239-226-2000
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(Registrant’s telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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:
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| ☐ | 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:
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| 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).
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. ☐
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Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On February 23, 2024, Alico, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). Holders of the Company’s common stock, $1.00 par value per share were entitled to one vote per share held as of the close of business on December 29, 2023 (the “Record Date”). The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on January 12, 2024.
Proposal 1 — Election of George R. Brokaw, Katherine R. English, Benjamin D. Fishman, John E. Kiernan, W. Andrew Krusen, Jr., Toby K. Purse, Adam H. Putnam and Henry R. Slack (together, the “Director Nominees”) to serve on the Company’s board of directors until the 2025 Annual Meeting of Shareholders, and until their respective successors have been duly elected and qualified.
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| Nominee | | Votes FOR | | Votes AGAINST | | Votes ABSTAINED | | Broker Non-Votes |
| George R. Brokaw | | 4,163,146 | | 88,379 | | 5,376 | | 1,672,186 |
| Katherine R. English | | 3,629,546 | | 622,156 | | 5,199 | | 1,672,186 |
| Benjamin D. Fishman | | 3,680,683 | | 570,865 | | 5,353 | | 1,672,186 |
| John E. Kiernan | | 4,165,797 | | 85,749 | | 5,355 | | 1,672,186 |
| W. Andrew Krusen, Jr. | | 4,177,496 | | 73,496 | | 5,909 | | 1,672,186 |
| Toby K. Purse | | 3,593,678 | | 657,831 | | 5,392 | | 1,672,186 |
| Adam H. Putnam | | 3,685,540 | | 566,007 | | 5,354 | | 1,672,186 |
| Henry R. Slack | | 2,953,425 | | 1,298,073 | | 5,403 | | 1,672,186 |
Proposal 2 — Ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024.
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| Votes FOR | | Votes AGAINST | | Votes ABSTAINED |
| 5,884,407 | | 10,682 | | 33,998 |
Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
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| Votes FOR | | Votes AGAINST | | Votes ABSTAINED | | Broker
Non-Votes |
| 3,644,551 | | 165,132 | | 447,218 | | 1,672,186 |
Based on the foregoing votes, each of George R. Brokaw, Katherine R. English, Benjamin D. Fishman, John E. Kiernan, W. Andrew Krusen, Jr., Toby K. Purse, Adam H. Putnam and Henry R. Slack was elected as a director, Item 2 was approved and Item 3 was approved. No other items were presented for shareholder approval at the Meeting.
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.
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| Date: February 23, 2024 | ALICO, INC. |
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| By: | /s/ Bradley Heine |
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| | Bradley Heine |
| | Chief Financial Officer |