Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 24, 2020, Limoneira Company (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting") at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060. A total of 17,857,896 shares of the Company's Common Stock, par value $0.01 per share, each of which is entitled to one (1) vote ("Common Stock"); 14,790 shares of its Series B 8.75% Convertible Preferred Stock, par value $100.00 per share, each of which is entitled to ten (10) votes for a total of 147,900 ("Series B Preferred Stock"); and 9,300 shares of its Series B-2 4% Convertible Preferred Stock, par value $100.00 per share, each of which is entitled to one (1) vote ("Series B-2 Preferred Stock"), were issued, outstanding, and entitled to vote as of February 3, 2020, the record date for the Annual Meeting. There were 16,013,965 shares of Common Stock; 14,790 shares (or 147,900 votes) of Series B Preferred Stock; and 9,300 shares of Series B-2 Preferred Stock present, in person or by proxy, at the Annual Meeting, representing approximately 89.76% of the total shares of capital stock outstanding, which constituted a quorum.

The stockholders were asked to vote on three (3) proposals, with Common Stock, Series B Preferred Stock, and Series B-2 Preferred Stock voting together as a single class for all of the proposals. Set forth below are the matters acted upon by the stockholders and the final voting results of each such proposal.

Proposal 1: Election of Directors

The following votes were cast with respect to the election of the following nominees as directors of the Company to hold office for a three-year term, ending at the 2023 Annual Meeting of Stockholders:





                         Shares Voted
                             For     Withheld  Broker Non-Votes

Elizabeth Blanchard Chess 13,354,218 470,681 2,282,850


    Donald R. Rudkin      13,357,859  464,039     2,282,850
    Robert M. Sawyer      11,605,663 2,409,486    2,282,850

Based on the votes set forth above, each of the nominees listed above was duly elected to serve as a director of the Company for a three-year term, ending at the 2023 Annual Meeting of Stockholders.

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

The following votes were cast with respect to the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2020:





       Shares Voted
   For     Against Abstain
16,156,059 14,456    650

Based on the votes set forth above, the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2020 was duly ratified by the stockholders.

Proposal 3: Advisory Vote on Executive Compensation

The compensation of the named executive officers, as disclosed in the Company's proxy statement pursuant to Item 402 of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, was approved on a non-binding, advisory basis by the stockholders by the votes set forth in the table below:





                Shares Voted
   For      Against  Abstain Broker Non-Votes
12,606,733 1,136,731 144,851    2,282,850

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