Cadiz Inc. Aktie

Good morning. I'm Susan Kennedy, Chair of the Board of Directors, Chief Executive Officer of the company, and I'll be acting as Chair of this meeting.

Welcome to the 2026 Annual Meeting of Stockholders. We wish to express our thanks to you for your attendance at this virtual meeting today.

I'd like to introduce the following officers and directors of the company who are attending today's meeting: Board members, Steve Courter, Maria Dreyfus, Maria Echaveste, Winston Hickox, Barbara Lloyd, Kenneth Lombard, David O'Hara, Richard Polanco, Cathryn Rivera, our COO; and Stan Speer, our CFO. Also attending are Jessica Allen, who is a representative of PricewaterhouseCoopers, the company's auditors; and Howard Unterberger, the company's General Legal Counsel.

Stan Speer, our CFO, will act as Secretary of the Meeting, and I've asked Tiffany Bagnara to act as Inspector of Election. As a reminder, validated stockholders in attendance may ask questions via the designated field in the virtual meeting platform. Questions submitted prior to the conclusion of the meeting will be monitored by the company. The company will arrange for all submitted questions to receive a response promptly after the meeting.

I shall now ask the Inspector of Election to present her quorum report to the meeting.

As the Inspector of Election, I will now present the quorum report to the meeting. According to the stockholders list dated April 22, 2026, issued by Continental Stock Transfer & Trust Company, the company's transfer agent, the number of shares of common stock of the company issued and outstanding on April 22, 2026, the record date of said meeting was 83,701,286 with the right to 1 vote per share and the holders of the company's Series 1 preferred stock issued and outstanding on April 22, 2026, have the right to 99,351 votes, representing an aggregate number of votes equal to 83,800,637. The number of votes cast with respect to shares present through virtual attendance or represented by proxy at this meeting is 60,318,605.

Thank you. As 41,900,319 voting shares are necessary for a quorum, based on the inspector's report, I declare that a quorum is present and the meeting is properly constituted for the transaction of business.

I will now ask our legal counsel, Mr. Unterberger, to summarize the legal actions proposed for this meeting and to administer the formal portion of this meeting.

Thank you. The actions to be taken at today's meeting are as described in the proxy statement, which was made available to stockholders. The company has received the affidavit of mailing from the company's transfer agent, which I will now introduce into the minutes of the meeting. In as much as applicable rules require disclosure to be given to stockholders regarding any proposal to be considered by stockholders and as no other matters were submitted in a manner prescribed for in the company's bylaws and under applicable law, no other matters will be considered during the formal portion of this meeting.

The matters to be considered at this meeting are: the election of 9 members to the Board of Directors of the company, the approval of an amendment to the company's Certificate of Incorporation to increase the number of authorized shares of common stock, the ratification of the selection by the Audit Committee of the company's Board of Directors of PricewaterhouseCoopers LLP as the company's independent certified public accountants for fiscal year 2026 and the approval of a nonbinding advisory resolution regarding executive compensation as disclosed in the proxy materials.

Holders of the company's common stock as of April 22, 2026, are entitled to 1 vote per share. Holders of the company's Series 1 preferred stock are entitled to that number of votes equal to the number of shares of Series 1 preferred stock held at the time the shares are voted multiplied by the voting ratio then applicable to Series 1 preferred stock, which is currently 301.98 votes for each share of Series 1 preferred stock.

Holders of the company's common stock and the company's Series 1 preferred stock will vote together as a single class on each proposal. Holders of depository shares representing interest in the Series A preferred stock currently have no voting rights.

The candidates for director receiving a plurality of the votes of the shares present today through virtual attendance or represented by proxy and entitled to vote thereon will be elected. That's Proposal 1.

The proposal to adopt an amendment to the company's existing certificate of incorporation to increase the authorized number of shares of the company's common stock from 100 million to 125 million shares will be adopted if the votes cast in favor exceed the votes cast against this proposal from the holders of shares present through virtual attendance or represented by proxy at this meeting and entitled to vote thereon. That's Proposal 2.

An affirmative vote of a majority of the shares present at this meeting through virtual attendance or represented by proxy and entitled to vote on the proposal is required for the ratification of the company's independent registered public accounting firm, Proposal 3; and the passage of the nonbinding advisory resolution approving the compensation of the company's named executive officers, Proposal 4.

Proposals -- because Proposals 3 and 4 require the affirmative vote of a majority of the shares present at this meeting through virtual attendance or represented by proxy and entitled to vote on the proposals to pass an abstention because it is not a vote for, will have the effect of a negative vote with respect to Proposals 3 and 4.

As to Proposal 2, because this proposal will pass if the votes cast in favor exceed the votes cast against from the holders of shares present through virtual attendance or represented by proxy at this meeting and entitled to vote thereon, an abstention will have no effect on the outcome of the vote on this proposal.

As to proposals 1 and 4, where brokers are prohibited from exercising discretionary authority for beneficial owners who have not returned a proxy, so-called broker nonvotes, those shares will be treated as neither a vote for nor a vote against the proposals and therefore, will have no effect on the vote on those proposals. The proxies have been delivered by Susan Kennedy and Stan Speer as proxy holders to the Inspector of Election.

Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the virtual meeting platform and following the instructions there. Stockholders who have already voted and do not want to change their vote do not need to take any further action.

The polls are now closed. We will be reporting preliminary voting results at today's meeting. Final vote results will be reported in a Form 8-K to be filed within 4 business days.

The next order of business is the election of directors. The management nominees are Stephen E. Courter, Maria Dreyfus, Maria Echaveste, Winston Hickox, Susan P. Kennedy, Barbara A. Lloyd, Kenneth T. Lombard, David O'Hara and Richard Polanco to serve as directors of the company until the 2027 Annual Meeting of Stockholders or until their successors are elected and qualified.

Will the Inspector of Election announce the results of the vote for each director?

Each of the nominees for director has received a plurality of votes cast from the holders of shares present through virtual attendance or represented by proxy at this meeting and entitled to a vote thereon.

Thank you. Mr. Courter, Ms. Dreyfus, Ms. Echaveste, Mr. Hickox, Ms. Kennedy, Ms. Lloyd, Mr. Lombard, Mr. O'Hara and Mr. Polanco are elected as directors of the company.

The next order of business is the consideration of the proposal to adopt an amendment to the company's Certificate of Incorporation to increase the number of authorized shares of common stock. A discussion of this proposal is included in the proxy statement previously made available to all stockholders.

Will the Inspector of Election announce the results of the vote to adopt the amendment to the company's Certificate of Incorporation?

The votes cast in favor of the proposal exceed the votes cast against the proposal from the holders of shares present through virtual attendance or represented by proxy at this meeting and entitled to vote thereon.

Thank you. The proposal is adopted.

The next order of business is the consideration of the proposal to ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers as the company's independent auditors for fiscal year 2026. A discussion of this proposal is included in the proxy statement previously made available to all stockholders.

Will the Inspector of Election announce the results of the vote to ratify the selection by the Board of Directors of PricewaterhouseCoopers as the company's independent auditors for fiscal year 2026?

A majority of shares present at this meeting through virtual attendance or represented by proxy and entitled to vote on the proposal have voted in favor of the proposal.

Thank you. The proposal is adopted.

The next order of business is the approval of a nonbinding advisory resolution regarding the compensation of the company's named executive officers. A discussion of this proposal is included in the proxy statement previously made available to all stockholders.

Will the Inspector of Election announce the results of the vote to approve the nonbinding advisory resolution regarding the compensation of the company's named executive officers?

A majority of shares present at this meeting through virtual attendance or represented by proxy and entitled to vote on the proposal have voted in favor of the proposal.

Thank you. This proposal is adopted.

There is no other business on the agenda. There being no further business to come before the meeting, the formal portion of this meeting is now completed.

I will turn the meeting back over to Ms. Kennedy.

Thank you. Thank you for your -- let me start that one again. Thank you for your participation in this virtual meeting, and thank you for your submission of questions via the meeting website. I hereby announce that the 2026 Annual Meeting of Stockholders of the company is adjourned. Thanks again.

Will the meeting please come to order. Good morning. I'm Susan Kennedy, Chair of the Board of Directors and Chief Executive Officer of the company, and I'll be acting as Chair of this meeting. Welcome to the 2025 Annual Meeting of Stockholders. On behalf of the Board of Directors, I want to thank you for your attendance at this virtual meeting today.

I'd like to introduce the following officers and directors of the company who are attending today's meeting. Board members, Steve Courter, Maria Dreyfus, Maria Echaveste, Winston Hickox, Barbara Lloyd, Kenneth Lombard, Senator Richard Polanco, Cathryn Rivera, our COO; and Stan Speer, our CFO.

Also attending are Jessica Allen, representative of PricewaterhouseCoopers, the company's auditors; and Howard Unterberger, the company's General Legal Counsel. Stan Speer, our CFO, will act as Secretary of the meeting, and I've asked Tiffany Bagnara to act as inspector of the election.

As a reminder, validated stockholders in attendance may ask questions via the designated field in the virtual meeting platform. Questions submitted prior to the conclusion of the meeting will be monitored by the company. The company will arrange for all submitted questions to receive a response promptly after the meeting.

I will now ask the Inspector of Election to present her quorum report to the meeting.

As the Inspector of Election, I will now present the quorum report to the meeting. According to the stockholders list dated April 17, 2025, issued by Continental Stock Transfer & Trust Company, the company's transfer agent, the number of shares of common stock of the company issued and outstanding on April 17, 2025, the record date of this meeting, was 81,864,926, with the right to 1 vote per share and the holders of the company's Series 1 preferred stock issued and outstanding on April 17, 2025, have the right to 99,351 votes, representing an aggregate number of votes equal to 81,964,277.

As 40,982,139 voting shares are necessary for a quorum based on the inspector's report, I declare that a quorum is present and the meeting is properly constituted for the transaction of business.

I'll now ask our legal counsel, Mr. Unterberger, to summarize the legal actions proposed for this meeting and to administer the formal portion of this meeting.

The actions to be taken at today's meeting are as described in the proxy statement, which was made available to stockholders.

The company has received the affidavit of mailing from the company's transfer agent which I will now introduce into the minutes of the meeting. In as much as applicable rules require disclosure to be given to stockholders regarding any proposal to be considered by stockholders and as no other matters were submitted in a manner prescribed for in the company's bylaws and under applicable law, no other matters will be considered during the formal portion of this meeting.

The matters to be considered at this meeting are: first, election of 8 members to the Board of Directors of the company; second, the approval of an amendment to the Cadiz, Inc. 2019 Equity Incentive Plan as amended, to increase the total number of shares reserved for issuance under the plan; third, ratification of the selection by the Audit Committee of the company's Board of Directors of PricewaterhouseCoopers LLP as the company's independent certified public accountants for fiscal year 2025; and fourth, approval of a nonbinding advisory resolution regarding executive compensation as disclosed in the proxy materials.

Holders of the company's common stock as of April 17, 2025, are entitled to 1 vote per share. Holders of the company's Series 1 preferred stock are entitled to that number of votes equal to the number of shares of Series 1 preferred stock held at the time the shares are voted multiplied by the voting ratio then applicable to Series 1 preferred stock, which is currently 301.98 votes for each share of Series 1 preferred stock. Holders of the company's common stock and the company's Series 1 preferred stock will vote together as a single class on each proposal. Holders of depository shares representing interest in the Series A preferred stock currently have no voting rights.

The candidates for director receiving a plurality of the votes of the shares present today or represented by proxy will be elected. An affirmative vote of a majority of the shares present through virtual attendance or represented by proxy and entitled to vote on the proposal is required for the approval of an amendment to the Cadiz Inc. 2019 Equity Incentive Plan, Proposal 2, ratification of the company's independent registered public accounting firm, Proposal 3; and the passage of the nonbinding advisory resolution approving the compensation of the company's named executive officers, Proposal 4.

Because proposals 2, 3 and 4 require the affirmative vote of a majority of the shares present through virtual attendance or represented by proxy and entitled to vote on the proposal to pass an abstention because it is not a vote for, will have the effect of a negative vote with respect to proposals 2, 3 and 4. As to proposals 1, 2 and 4, where brokers are prohibited from exercising discretionary authority for beneficial owners who have not returned a proxy, which are so-called broker non-votes, those shares will be treated as neither a vote for nor a vote against the proposals and therefore will have no effect on the vote on those proposals.

The proxies have been delivered by Susan Kennedy and Stan Speer as proxy holders to the Inspector of Election. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the virtual meeting platform and following the instructions there. Stockholders who have already voted and do not want to change their vote do not need to take any further action.

[Voting]

The polls are now closed. We will be reporting preliminary voting results at today's meeting. Final vote results will be reported in a Form 8-K to be filed within 4 business days.

The next order of business is the election of directors. The management nominees are Stephen E. Courter, Maria Dreyfus, Maria Echaveste; Winston Hickox, Susan P. Kennedy, Barbara A Lloyd, Kenneth T. Lombard and Richard Polanco to serve as directors of the company until a 2026 Annual Meeting of Stockholders or until their successors are elected and qualified. Will the Inspector of Election announce the results of the vote for each director?

Each of the nominees for director have received a plurality of the votes cast.

Thank you. Mr. Courter, Ms. Dreyfus, Ms. Echaveste, Mr. Hickox, Ms. Kennedy, Ms. Lloyd, Mr. Lombard and Mr. Polanco are elected as directors of the company.

The next order of business is the approval of an amendment to the Cadiz, Inc. 2019 equity incentive plan as amended to increase the total number of shares reserved for issuance under the plan. A discussion of this proposal is included in the proxy statement previously sent to all stockholders. Will the Inspector of Election announce the results of the vote to approve the amendment to the 2019 equity incentive plan to increase the total number of shares reserved for issuance under the plan.

A majority of shares present through virtual attendance or represented by proxy and entitled to vote on the proposal have voted in favor of the proposal.

Thank you. The proposal is adopted.

The next order of business is the consideration of the proposal to ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers as the company's independent auditors for fiscal year 2025. A discussion of this proposal is included in the proxy statement previously made available to all stockholders. Will the Inspector of Election announce the results of the vote to ratify this election by the Board of Directors of PricewaterhouseCoopers as the company's independent auditors for fiscal year 2025.

A majority of shares present through virtual attendance or represented by proxy and entitled to vote on the proposal have voted in favor of the proposal.

Thank you. The proposal is adopted.

The next order of business is the approval of a nonbinding advisory resolution regarding the compensation of the company's named executive officers. A discussion of this proposal is included in the proxy statement previously made available to all stockholders. Will the Inspector of Election announce the results of the vote to approve the nonbinding advisory resolution regarding the compensation of the company's named executive officers?

A majority of shares present through virtual attendance or represented by proxy and entitled to vote on the proposal have voted in favor of the proposal.

Thank you. This proposal is adopted.

There is no other business on the agenda. There being no further business to come before the meeting, the formal portion of this meeting is now completed. I will turn the meeting back over to Ms. Kennedy.

Thank you, and thanks for your participation in this virtual meeting. Thanks for your submission of questions via the meeting website. I hereby announce that the 2025 Annual Meeting of Stockholders of the company is adjourned.