Cadiz Inc.
06/23/2026 | Press release | Distributed by Public on 06/23/2026 13:43
Proxy Results, Amendments to Bylaws (Form 8-K)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Certificate of Incorporation
On June 18, 2026, 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 100,000,000 to 125,000,000.
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 2026 annual meeting of stockholders held on June 18, 2026 (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 30, 2026.
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 18, 2026, the Company held its 2026 Annual Meeting of Stockholders. The number of shares present virtually or represented by proxy and entitled to vote at said meeting was 60,318,605.
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i.
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The following directors were elected at the meeting:
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NOMINEE
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VOTES FOR
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VOTES WITHHELD
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BROKER
NON-VOTES
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Stephen E. Courter
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52,268,977
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361,153
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7,688,475
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Maria Dreyfus
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52,358,438
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271,692
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7,688,475
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Maria Echaveste
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52,278,900
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351,230
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7,688,475
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Winston Hickox
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52,294,735
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335,395
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7,688,475
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Susan Kennedy
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52,394,906
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235,224
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7,688,475
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Barbara A. Lloyd
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52,364,731
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265,399
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7,688,475
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Kenneth T. Lombard
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52,372,184
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257,946
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7,688,475
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David O'Hara
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52,442,228
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187,902
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7,688,475
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Richard Polanco
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52,306,233
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323,897
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7,688,475
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ii.
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The amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock was approved by the following vote:
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VOTES
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FOR:
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58,927,534
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AGAINST:
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335,574
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ABSTAIN:
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1,055,497
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iii.
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PricewaterhouseCoopers LLP was approved as the Company's independent auditors for the fiscal year 2026 by the following vote:
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VOTES
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FOR:
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59,131,415
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AGAINST:
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1,174,256
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ABSTAIN:
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12,934
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iv.
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The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, by the following vote:
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VOTES
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FOR:
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51,626,262
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AGAINST:
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959,823
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ABSTAIN:
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44,045
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BROKER NON-VOTES:
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7,688,475
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Cadiz Inc. published this content on June 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 23, 2026 at 19:43 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]