UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 3, 2022, director Harold Edwards gave notice of his retirement from the Board of Directors effective February 1, 2022 and that he will not stand for re-election at Calavo’s 2022 annual meeting of shareholders. Mr. Edwards’s decision was not the result of any disagreements with Calavo on any matter relating to Calavo’s operations, policies or practices.
Item 7.01. Regulation FD Disclosure.
On January 6, 2022, the Company issued a press release announcing the retirement of Mr. Edwards from the Board of Directors. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of Calavo’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 | |
104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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Exhibit 99.1
Calavo Growers, Inc. Announces Board Member’s Retirement
SANTA PAULA, Calif., Jan. 6, 2022—Calavo Growers, Inc. (Nasdaq-GS: CVGW), a global avocado-industry leader and provider of value-added fresh food, today announced that Harold S. Edwards, a member of the Board of Directors since 2006, has decided to retire from the board effective Feb. 1, 2022, to devote more time to his duties as CEO of Limoneira Company.
“We appreciate Harold and his 16 years of service to Calavo and to the board. His contributions have been invaluable,” said Calavo Chairman J. Link Leavens. “Harold’s retirement will bring the size of our board to 10 members, down from a high of 13, which is more in line with a company of our size.”
Steve Hollister, Interim CEO and a member of the Board of Directors, said, “Calavo’s relationship with Limoneira as one of our valued suppliers remains strong, and we look forward to our continued work with Harold in his capacity as Limoneira’s CEO.”
About Calavo Growers, Inc.
Calavo Growers, Inc. is a global avocado-industry leader and provider of value-added fresh food serving retail grocery, foodservice, club stores, mass merchandisers, food distributors and wholesalers worldwide. The Company’s Fresh segment procures and markets fresh avocados and select other fresh produce, including tomatoes and papayas. The Renaissance Food Group (RFG) segment creates, markets and distributes a portfolio of healthy, fresh foods, including fresh-cut fruit, fresh-cut vegetables and prepared foods. The Foods segment manufactures and distributes guacamole and salsa. Founded in 1924, Calavo’s fresh food products are sold under the respected Calavo brand name as well as Garden Highway, Chef Essentials and a variety of private label and store brands.
Safe Harbor Statement
This press release contains statements relating to future events and results of Calavo that are “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, that involve risks, uncertainties and assumptions. These statements are based on our current expectations and are not promises or guarantees. If any of the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of Calavo may differ materially from those expressed or implied by such forward-looking statements and assumptions. The use of words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements.
For a discussion of the risks and uncertainties that we face, please see the risk factors described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any
subsequent updates that may be contained in our Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Forward-looking statements contained in this press release are made only as of the date of this press release, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact:
Financial Profiles, Inc.
Julie Kegley, Senior Vice President
310-622-8246
calavo@finprofiles.com