8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  March 24, 2021

Cadiz Inc.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	0-12114	77-0313235
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

550 S. Hope Street, Suite 2850 Los Angeles, CA	90071
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (231) 271-1600

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CDZI	The NASDAQ Global Market
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 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 CFR 240.13e-4(c))

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).

☐ Emerging growth company

☐ 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.

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) and (d)     On March 24, 2021, the Cadiz Inc. (the “Company”) Board of Directors (the “Board”) appointed Susan P. Kennedy as a new member, expanding the size of the Board to 10 members.

Ms. Kennedy brings more than 30 years of relevant public and private experience to the Board, including her roles as former Commissioner of the California Public Utilities Commission, former Chief of Staff and Cabinet Secretary to two California governors, former member of the California Bay-Delta Authority, and as founder and CEO of renewable energy start-up Advanced Microgrid Solutions, which was acquired by AES/Siemens in 2020.

Concurrently with her appointment to the Board, Ms. Kennedy was appointed to the Board’s Compensation Committee and the Corporate Governance and Nominating Committee.

Ms. Kennedy has initially been appointed as a director for a term expiring at the Company's 2021 Annual Meeting of Stockholders (the “2021 Meeting”) and will stand for re-election as a director at the 2021 Meeting.

Ms. Kennedy will be compensated for her services as a director in accordance with the Company's Director Compensation Policy, as described in the Company's Proxy Statement for its 2020 Annual Meeting of Stockholders held June 17, 2020.

Also, on March 24, 2021, Director Murray Hutchison and Director Richard Nevins, who have served on the Board since 1997 and 2016 respectively, announced their retirement from the Board. They will continue to serve on the Board until their present term expires at the 2021 Meeting and will not stand for re-election as directors.

Further, on March 24, 2021, the Board voted to adjust its committee membership, naming Director Maria Echaveste as Chair of the Corporate Governance and Nominating Committee and Director Winston Hickox as Chair of the Compensation Committee. The Audit Committee was renamed as the Audit and Risk Committee and Director Steven Courter will continue as Committee Chair. The Board also approved amendments to the Charters of the Audit and Risk Committee, the Corporate Governance and Nominating Committee and the Compensation Committee that clarify oversight duties over the Company’s information security risks, regulatory affairs, and environmental, social and governance policies at each of these Committees. 

Item 8.01     Other Events

On March 25, 2021, the Company issued a press release announcing the appointment of Director Susan Kennedy to the Board, the retirement of Director Hutchison and Director Nevins and changes to the Company’s Board Committees.  A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

99.1Press Release dated March 25, 2021

 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.

CADIZ INC.
By:	/s/ Stanley Speer
	Stanley Speer
	Chief Financial Officer

Date: March 26, 2021

EX-99.1

PRESS RELEASE

Date: March 25, 2021

CADIZ INC. ANNOUNCES APPOINTMENT OF SUSAN P. KENNEDY

TO ITS BOARD OF DIRECTORS

Kennedy brings more than 30 years of public and private sector experience and background in sustainable resource management, including her former role as Commissioner of the California Public Utilities Commission and Member of the California Bay-Delta Authority

(Los Angeles, California) - Cadiz Inc. (“the Company”, NASDAQ:CDZI), a California business dedicated to sustainable water and agricultural projects, is pleased to announce Susan Kennedy's appointment to the Company’s Board of Directors.  Kennedy brings more than 30 years of relevant public and private experience, including her roles as former Commissioner of the California Public Utilities Commission, former Chief of Staff and Cabinet Secretary to two California governors, former member of the California Bay-Delta Authority, and as founder and CEO of renewable energy start-up Advanced Microgrid Solutions, which was acquired by AES/Siemens in 2020.

“I am extremely pleased to welcome Susan to the Company’s Board of Directors,” said Scott Slater, Cadiz CEO and Board Member. “Susan is an accomplished and well-respected leader with a diverse background as a CEO, government regulator and consensus builder, particularly in the water and renewable resources sectors.  That experience will help guide Cadiz in our commitments to provide clean, reliable, and affordable water to Californians and be of significant benefit to our Board and our shareholders.”

“I am delighted to join the Cadiz Board at this exciting time,” said Kennedy. “The Company has great potential to make meaningful contributions to addressing California’s water challenges particularly in communities underserved by the State’s traditional water supply system.   I am excited to get to work and contribute my expertise to this important effort.”

Kennedy’s appointment to the Board comes as Cadiz also announces that Board members Murray Hutchison and Richard Nevins, who have honorably served since 1997 and 2016 respectively, will retire at this year’s Annual Meeting of Stockholders in June and not stand for re-election.

“We warmly welcome Susan to our Board and also want to express our sincere thanks to Murray Hutchison and Richard Nevins for their distinguished service and the outstanding contributions they both made to Cadiz during their tenure,” said Keith Brackpool, Chairman of the Board.

Kennedy’s appointment to the Board is effective immediately and comes at an important time for Cadiz, as the Company continues to expand its water and agricultural footprint in California.  Cadiz is focused on advancing its commitments to provide sustainable water and groundwater storage to communities who would benefit from additional access to reliable water supplies.

Kennedy will join the Board’s Compensation Committee and the Corporate Governance and Nominating Committee, which oversees the Company’s public affairs and environmental, social and governance policy practices.

In a separate action, the Board of Directors also re-aligned its committee membership, naming Maria Echaveste the new Chair of the Corporate Governance and Nominating Committee, Winston Hickox the new Chair of the Compensation Committee and Steven Courter as continuing Chair of the newly named Audit and Risk Committee, which amended its Charter to provide specific risk oversight duties.

Richard Nevins and Murray Hutchison will continue to serve on the Board until the Annual Meeting of Stockholders scheduled for June 2021.

Susan Kennedy Background

Susan P. Kennedy is an accomplished policymaker and strategist with a distinguished career as founder and chief executive of a renewable energy company, top advisor to two California Governors, former Commissioner of the California Public Utilities Commissioner, and advisor to high-profile governing boards in the corporate, regulatory, government, and non-profit sectors.  She currently serves as a Senior Executive at Lyft, Inc. Susan, a cleantech visionary, founded California renewable energy start-up Advanced Microgrid Solutions, serving as chief executive officer and board chair from 2013-2020 until it was acquired by Siemens/AES. Prior to entering the private sector, Susan served for two decades at the highest levels of government, including chief of staff to Governor Arnold Schwarzenegger (2006-2011) and cabinet secretary and deputy chief of staff to Governor Gray Davis (1999-2003). From 2003 to 2006, Susan served as Commissioner of the California Public Utilities Commission (CPUC), which regulates the state's investor-owned electricity, gas, telecommunications, and water utilities. In this role, she oversaw CPUC efforts to ensure water utilities deliver clean, safe, and reliable water to their customers at reasonable rates.  In addition to her service on the CPUC, Kennedy was confirmed by the California Senate to serve on the California Bay-Delta Authority, the statewide body responsible for overseeing one of the largest water projects in the world — the $8 billion,10-year restoration of the San Francisco Bay Delta ecosystem — to increase storage, promote efficiency and protect California's extensive levee system. In this role, Kennedy was responsible for agreements among environmentalists, agricultural interests, and urban water users for multi-billion-dollar co-investments in water storage facilities, water use efficiency, and restoration of impaired waterways and fisheries. Susan holds a B.A. in Management from Saint Mary’s College of California.

More information about the members of the Cadiz Inc. Board of Directors is available on the Company’s website - https://www.cadizinc.com/management/.

About Cadiz Inc.

Founded in 1983, Cadiz Inc. (NASDAQ: CDZI) is a California business dedicated to sustainable water and agricultural projects. We own 70 square miles of property with significant water resources in Southern California and are the largest agricultural operation in San Bernardino, California, where we have sustainably farmed since the 1980s.  We are also partnering with public water agencies to implement the Cadiz Water Project, which was named a Top 10 Infrastructure Project that over two phases will create a new water supply for approximately 400,000 people and make available up to 1 million acre-feet of new groundwater storage capacity for the region. Guided by a holistic land management plan, we are dedicated to pursuing sustainable projects and practicing responsible stewardship of our land, water and agricultural resources. For more information, please visit www.cadizinc.com.

Contact:

Courtney Degener

Cadiz Inc.

213-271-1600

cdegener@cadizinc.com

FORWARD LOOKING STATEMENT: This release contains forward-looking statements that are subject to significant risks and uncertainties, including statements related to the future operating and financial performance of the Company and the financing activities of the Company.  Although the Company believes that the expectations reflected in our forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Factors that could cause actual results or events to differ materially from those reflected in the Company’s forward-looking statements include the Company’s ability to maximize value for Cadiz land and water resources, the Company’s ability to obtain new financing as needed, the receipt of additional permits for the water project and other factors and considerations detailed in the Company’s Securities and Exchange Commission filings.