false 0000003545 0000003545 2025-02-28 2025-02-28

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): February 28, 2025
_______________________________________________________________________
ALICO, INC.
_______________________________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________________________________

Florida |  | 0-261 |  | 59-0906081
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

10070 Daniels Interstate Court, Suite 200, Fort Myers, FL 33913
_______________________________________________________________________
(Address of principal executive offices)(Zip Code)
239-226-2000
_______________________________________________________________________
(Registrant’s telephone number, including area code)
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 C.F.R. 230.425)
☐ | Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. 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 C.F.R. 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock |  | ALCO |  | Nasdaq Global Select Market

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.
On February 28, 2025, Alico, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the amendment and restatement of the Alico, Inc. Stock Incentive Plan of 2015 (the “Plan”). This Plan had previously been approved by the Company’s Board of Directors subject to shareholder approval.
The Plan extended the term of the Alico, Inc. Stock Incentive Plan of 2015 through December 17, 2035. The provisions of the Plan are described further in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on January 15, 2025 (the “Proxy Statement”) under “Proposal 3: Approval of the Amendment and Restatement of the Alico, Inc. Stock Incentive Plan of 2015.” The foregoing summary of the Plan is qualified in its entirety by reference to the complete text of the Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 28, 2025, the Company held its Annual Meeting. Holders of the Company’s common stock, $1.00 par value per share were entitled to one vote per share held as of the close of business on January 3, 2025 (the “Record Date”). There were 5,667,530 shares of the Company’s Common Stock represented in person or by proxy at the Annual Meeting, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Proxy Statement.
Proposal 1 - Election of George R. Brokaw, Katherine R. English, Benjamin D. Fishman, John E. Kiernan, W. Andrew Krusen, Jr., Toby K. Purse, Adam H. Putnam and Henry R. Slack (together, the “Director Nominees”) to serve on the Company’s board of directors until the 2026 Annual Meeting of Shareholders, and until their respective successors have been duly elected and qualified.

Nominee |  | Votes FOR |  | Votes AGAINST |  | Votes ABSTAINED |  | Broker Non-Votes
George R. Brokaw |  | 4,385,875 |  | 73,457 |  | 8,519 |  | 1,199,679
Katherine R. English |  | 3,613,003 |  | 846,779 |  | 8,069 |  | 1,199,679
Benjamin D. Fishman |  | 3,951,948 |  | 507,969 |  | 7,934 |  | 1,199,679
John E. Kiernan |  | 4,003,502 |  | 68,814 |  | 395,535 |  | 1,199,679
W. Andrew Krusen, Jr. |  | 3,589,569 |  | 869,762 |  | 8,520 |  | 1,199,679
Toby K. Purse |  | 3,870,386 |  | 589,531 |  | 7,934 |  | 1,199,679
Adam H. Putnam |  | 3,918,742 |  | 540,589 |  | 8,520 |  | 1,199,679
Henry R. Slack |  | 3,087,890 |  | 1,371,442 |  | 8,519 |  | 1,199,679

Proposal 2 — Ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025.

Votes FOR |  | Votes AGAINST |  | Votes ABSTAINED
5,622,360 |  | 33,544 |  | 11,626

Proposal 3 — Approval of the amendment and restatement of the Alico, Inc. Stock Incentive Plan of 2015.

Votes FOR |  | Votes AGAINST |  | Votes ABSTAINED |  | Broker Non-Votes
3,257,512 |  | 1,197,999 |  | 12,340 |  | 1,199,679

Based on the foregoing votes, each of George R. Brokaw, Katherine R. English, Benjamin D. Fishman, John E. Kiernan, W. Andrew Krusen, Jr., Toby K. Purse, Adam H. Putnam and Henry R. Slack was elected as a director, Item 2 was approved and Item 3 was approved. No other items were presented for shareholder approval at the Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. | Description
10.1 | Alico, Inc. Amended and Restated Stock Incentive Plan of 2015
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: February 28, 2025 | ALICO, INC.
| By: | /s/ Bradley Heine
|  | Bradley Heine
|  | Chief Financial Officer