SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934.
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(c) (2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CADIZ INC.
(Name of Registrant as Specified in Its Charter)
---------------------------------------------------------------
Payment of Filing Fee (check the appropriate box):
Name of Person(s) Filing Proxy Statement, if other than the Registrant)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
CADIZ INC.
------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 14, 2001
To the Stockholders of Cadiz Inc.:
The Annual Meeting of Stockholders of Cadiz Inc., a Delaware corporation
(the "Company"), will be held at the Fairmont Miramar Hotel located at 101
Wilshire Boulevard, Catalina Bungalow, Santa Monica, California, on Monday,
May 14, 2001, at 9:00 a.m., local time, and any adjournments thereof, to
consider and act upon the following matters:
(1)The election of six members of the Board of Directors, each to serve
until the next Annual Meeting of Stockholders or until their respective
successors are elected and qualified;
(2)Ratification of the selection of PricewaterhouseCoopers LLP as the
Company's independent certified public accountants for fiscal year 2001;
and
(3)The transaction of such other business as may properly come before the
meeting and any adjournments thereof.
The subject matter of each of the above proposals is described within the
Proxy Statement.
The Board of Directors has fixed the close of business on March 23, 2001
as the record date for the determination of stockholders entitled to notice
of, and to vote at, the Annual Meeting.
In order to constitute a quorum for the conduct of business at the Annual
Meeting, holders of a majority of all outstanding shares of the Company's
Common Stock must be present in person or be represented by proxy.
Whether or not you expect to attend the Annual Meeting in person, please
date, sign and mail the enclosed proxy in the postage paid return envelope
provided as promptly as possible. The proxy is revocable and will not
affect your right to vote in person if you attend the meeting.
By Order of the Board of Directors
Stanley E. Speer
Secretary
Santa Monica, California
April 9, 2001
CADIZ INC.
ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
Page
----
PROXY STATEMENT INTRODUCTION. . . . . . . . . . . . . . . . .1
BENEFICIAL OWNERSHIP OF SECURITIES. . . . . . . . . . . . . .2
PROPOSAL 1:
Election of Directors. . . . . . . . . . . . . . . . . . 4
PROPOSAL 2:
Approval of Independent Auditors. . . . . . . . . . . . .15
OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . 15
STOCKHOLDER PROPOSALS. . . . . . . . . . . . . . . . . . . . 15
ADDITIONAL INFORMATION. . . . . . . . . . . . . . . . . . . .15
CADIZ INC.
100 Wilshire Boulevard, Suite 1600
Santa Monica, California 90401
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 14, 2001
To Our Stockholders:
Your Board of Directors furnishes this Proxy Statement in connection with
its solicitation of your proxy in the form enclosed to be used at the
Company's Annual Meeting of Stockholders to be held on Monday, May 14, 2001,
at the time and place and for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders.
The Company's Annual Report on Form 10-K for the year ended December 31,
2000, including audited financial statements, is being mailed to you with
this Proxy Statement on or about April 13, 2001.
We cordially invite you to attend the Annual Meeting. Whether or not you
plan to attend, please date, sign and return your proxy promptly in the
postage paid return envelope provided. You may revoke your proxy at any
time prior to its exercise at the meeting by notice to the Company's
Secretary, and, if you attend the meeting, you may vote your shares in
person. You may also revoke your proxy by returning a duly executed proxy
reflecting a later date. Your proxy, if not revoked, will be voted at the
Annual Meeting in accordance with the instructions specified therein.
Only holders of record of the Company's Common Stock at the close of
business on March 23, 2001 will be entitled to vote at the meeting. At the
close of business on March 23, 2001, there were 35,709,924 shares of Common
Stock of the Company outstanding, with each share of Common Stock being
entitled to one vote on each matter to be voted upon. There is no right to
cumulate votes as to any matter.
The candidates for director receiving a plurality of the votes of the
shares present in person or represented by proxy will be elected (Proposal
1). An affirmative vote of a majority of the shares present or represented
by proxy and voting at the meeting is required for approval of Proposal 2.
For purposes of determining whether a matter has received a majority vote
either of all outstanding shares or shares present or represented by proxy,
abstentions will be included in the vote totals, with the result that an
abstention has the same effect as a negative vote. In instances where
brokers are prohibited from exercising discretionary authority for
beneficial owners who have not returned a proxy (so-called "broker non-
votes"), those shares will not be included in the vote totals and,
therefore, will have no effect on the vote on Proposals 1 and 2.
Stockholders of the Company will not have appraisal rights with respect
to any of the Proposals to be voted upon at the Annual Meeting.
The Company has been advised by its directors and officers that they
intend to vote the 1,191,182 outstanding shares of Common Stock which they
hold or control, representing 3.34% of the total shares outstanding as of
the record date, in favor of the Proposals presented in this Proxy
Statement. See "Beneficial Ownership of Securities."
The entire cost of soliciting proxies will be borne by the Company,
including expenses in connection with preparing and mailing proxy
solicitation materials. In addition to use of the mails, proxies may be
solicited by officers, directors and regular employees of the Company,
without extra compensation, by telephone, telegraph or personal
solicitation, and no additional compensation will be paid to such persons.
If requested, the Company will reimburse brokerage houses and other
custodians, nominees and fiduciaries for their reasonable expenses incurred
in mailing proxy material to their principals.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth, as of March 23, 2001, the ownership of
Common Stock of the Company by each stockholder who is known by the Company
to own beneficially more than five percent of the outstanding Common Stock,
by each director, by each executive officer listed in the Summary
Compensation Table below, and by all directors and executive officers as a
group excluding, in each case, rights under options or warrants not
exercisable within 60 days. All persons named have sole voting power and
investment power over their shares except as otherwise noted.
Amount and Nature of Percent
Name and Address Beneficial Ownership of Class
--------------------- ------------------ ---------
Fidelity International 3,599,667(1) 10.08%
Limited, et. al.
Pembroke Hall
42 Crow Lane
Hamilton, Bermuda
Capital Research & 2,232,000(2) 6.25%
Management Company
333 South Hope Street
Los Angeles, CA 90071
Kern Capital Management, 2,141,000(3) 6.00%
LLC
114 West 47th Street,
Suite 1926
New York, NY 10036
Lone Star Securities 2,053,220(4) 5.75%
Fund, L.L.C.
540 Madison Avenue,
32nd Floor
New York, NY 10022
Morgan Stanley Dean 2,003,006(5) 5.61%
Witter & Co.
1585 Broadway
New York, NY 10036
Gilder Gagnon Howe & 1,812,800(6) 5.08%
Co., LLC.
1775 Broadway, 26th Floor
New York, NY 10019
Keith Brackpool 1,790,682(7) 4.91%
c/o 100 Wilshire
Boulevard, Suite 1600
Santa Monica, CA 90401
Timothy J. Shaheen 486,250(8) 1.34%
c/o 100 Wilshire
Boulevard, Suite 1600
Santa Monica, CA 90401
Dwight Makins 447,750(9) 1.24%
c/o 100 Wilshire
Boulevard, Suite 1600
Santa Monica, CA 90401
Anthony L. Coelho 47,250(10) *
c/o 100 Wilshire
Boulevard, Suite 1600
Santa Monica, CA 90401
Murray H. Hutchison 47,250(11) *
c/o 100 Wilshire
Boulevard, Suite 1600
Santa Monica, CA 90401
Mitt Parker 72,750(12) *
c/o 100 Wilshire
Boulevard, Suite 1600
Santa Monica, CA 90401
Stanley E. Speer 331,250(13) *
c/o 100 Wilshire
Boulevard, Suite 1600
Santa Monica, CA 90401
All Directors and Officers 3,223,182(7) 8.54%
as a Group (7 individuals) (8)(9)(10)
(11)(12)(13)
________________________________
* Represents less than 1% of the outstanding shares of Common Stock
of the Company as of March 23, 2001.
(1) Based upon information obtained from Fidelity International
Limited ("FIL"), FIL beneficially owns, as an investment advisor
which provides investment advisory and management services to a
number of non-U.S. investment companies or investment trusts and
certain institutional investors, 3,599,667 shares of Common Stock
and such funds and accounts and FIL, as investment advisor to the
funds and accounts, has sole voting and dispositive power as to
all such shares. The principal office of FIL is located at
Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda. The principal
offices of Fidelity are located at 82 Devonshire Street, Boston,
Massachusetts 02109.
(2) Capital Research and Management Company ("Capital Research") filed
a Schedule 13G with the Securities and Exchange Commission
indicating that it is the beneficial owner of 2,232,000 shares of
Common Stock, arising from the beneficial ownership of such shares
by SMALLCAP World Fund, Inc. ("SmallCap"), an investment company
registered under the Investment Company Act of 1940, which is
advised by Capital Research, an investment advisor registered
under Section 203 of the Investment Advisors Act of 1940. The
principal offices of Capital Research and SmallCap are located at
333 South Hope Street, Los Angeles, California 90071. According
to the Schedule 13G, all such shares are held by SmallCap in its
capacity as an investment company, and are beneficially held by
Capital Research in its capacity as an investment advisor. The
Schedule 13G indicates that Capital Research does not have
investment power or voting power over any of the shares and
beneficial ownership is disclaimed pursuant to Rule 13d-4.
(3) Based upon a Schedule 13G filed with the Securities and Exchange
Commission and information obtained from Kern Capital Management,
LLC ("Kern"), Kern beneficially owns 2,141,000 shares of Common
Stock with shared voting and dispositive power as to all such
shares. The principal office of Kern is 114 West 47th Street,
Suite 1926, New York, NY 10036.
(4) Based upon information obtained from Lone Star Securities Fund,
L.L.C., a Delaware limited liability company ("LS Securities"), LS
Securities and Hudson Advisors, L.L.C., a Texas limited liability
company ("Hudson") beneficially own an aggregate of 2,053,220
shares of Common Stock. LS Securities is principally engaged in
the business of investment in public and private debt, equity and
derivative securities. Hudson is the investment manager of LS
Securities. The principal office of LS Securities and Hudson is
600 North Pearl Street, Suite 1550, Dallas, Texas 75201.
(5) Morgan Stanley Dean Witter & Co. ("Morgan Stanley") filed a
Schedule 13G with the Securities and Exchange Commission
indicating it is the indirect beneficial owner of 2,003,006 shares
of Common Stock, arising from the indirect beneficial ownership of
such shares by Morgan Stanley Dean Witter Investment Management
Limited ("MSDWIM"), a subsidiary of Morgan Stanley. The address
of Morgan Stanley is 1585 Broadway, New York, New York 10036. The
address of MSDWIM is 25 Cabot Square, Canary Wharf, London E14
4QA, England. According to the Schedule 13G, accounts managed on
a discretionary basis by MSDWIM hold 1,998,499 shares and are
known to have the right to receive or the power to direct the
receipt of dividends or proceeds from the sale of such securities.
The Schedule 13G indicates that no such account holds more than 5%
of the class.
(6) Gilder Gagnon Howe & Co. LLC ("Gilder Gagnon") filed a Schedule
13G with the Securities and Exchange Commission indicating that it
is the beneficial owner of 1,812,800 shares of Common Stock, which
shares include 1,759,125 shares held in customer accounts over
which members and/or employees of Gilder Gagnon have discretionary
authority to dispose of or direct the disposition, 115,900 shares
held in accounts owned by the members of Gilder Gagnon and their
families, and 51,100 shares held in the account of the profit-
sharing plan of Gilder Gagnon (the "Profit-Sharing Plan"). The
Schedule 13G indicates that the owners of the accounts (including
the Profit-Sharing Plan) in which the shares reported on the
Schedule 13G are held have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of such securities. The principal office of Gilder Gagnon is
located at 1775 Broadway, 26th Floor, New York, NY 10019.
(7) Includes 750,000 shares underlying presently exercisable options
and 42,000 shares owned by a foundation of which Mr. Brackpool is
a trustee, but in which Mr. Brackpool has no economic interest.
Mr. Brackpool disclaims any beneficial ownership of these 42,000
shares. Does not include 55,789 deferred stock units that are not
yet vested.
(8) Includes 475,000 shares underlying presently exercisable options.
Does not include 29,511 deferred stock units that are not yet
vested.
(9) Includes 122,750 shares underlying presently exercisable options.
(10)Includes 47,750 shares underlying presently exercisable options.
(11) Includes 47,750 shares underlying presently exercisable options.
(12) Includes 72,750 shares underlying presently exercisable options.
(13) Includes 325,000 shares underlying presently exercisable
options. Does not include 26,062 deferred stock units that are not
yet vested.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors has nominated the six persons listed below for
election at the Annual Meeting to serve as directors for a term expiring at
the 2002 Annual Meeting of Stockholders or until their respective successors
are elected and qualified. Each nominee currently serves as a director and
has agreed to serve as such for another term if elected.
Proxies will be voted for the election of the six nominees named below
unless instructions are given to the contrary. Proxies cannot be voted for
a greater number of persons than the number of nominees named. Should any
nominee become unable to serve as a director, the persons named in the
enclosed form of proxy will, unless otherwise directed, vote for the
election of such other person as the present Board of Directors may
designate to fill that position.
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth certain biographical information, the present
occupation and the business experience for the past five years of each
director and executive officer, including Board nominees:
Nominees for Director:
Name Age Position with the Company
----- --- --------------------------
Dwight W. Makins 50 Chairman of the Board
Keith Brackpool 43 President, Chief Executive Officer
and Director
Anthony L. Coelho 58 Director
Murray H. Hutchison 62 Director
Mitt Parker 51 Director
Timothy J. Shaheen 41 Director of the Company and
President, Chief Executive Officer
of Sun World International, Inc.
Executive Officer:
Name Age Position with the Company
---- --- ---------------------------
Stanley E. Speer 40 Chief Financial Officer and
Corporate Secretary of the Company
and Sun World International, Inc.
Dwight W. Makins was elected as Chairman of the Board in December 1991.
Mr. Makins is self-employed and serves as a director of Just Ice Ltd. (UK)
and several other British companies. Mr. Makins served as Chairman of
Greenway Holdings plc, a British waste oil recycling company until April
2000. Prior to a change in ownership, which occurred in January 1997, Mr.
Makins was a director of King and Shaxson (Holdings) plc, a British bank and
discount house. Prior to July 1988, he was managing director of John Govett
& Co. Ltd. Mr. Makins is Chairman of the Audit Committee and a member of
the Compensation Committee of the Board of Directors. Mr. Makins will be
stepping down from his position as Chairman of the Board effective May 14,
2001, but will remain as a Director of the Company.
Keith Brackpool is a founder of the Company, has served as a member of
the Company's Board of Directors since September 1986, and has served as
President and Chief Executive Officer of the Company since December 1991.
Mr. Brackpool will assume the role of Chairman of the Board of the Company
effective May 14, 2001.
Anthony L. Coelho was appointed a director of the Company in March
1999. Mr. Coelho served as General Chairman of the Gore Campaign 2000 until
June 15, 2000. Mr. Coelho was first elected to the U.S. House of
Representatives in 1978 and served as the first-ever elected Majority Whip
from 1987 to 1989. Representing California's Central Valley, Mr. Coelho
served in senior positions on the Agriculture, Interior and Administration
Committees with his legislative focus on agriculture and water issues. After
leaving Congress, Mr. Coelho served as Managing Director of Wertheim
Schroder Inc, an investment banking firm from 1989 to 1995 and from 1990 to
1995 he served as President and Chief Executive Officer of Wertheim Schroder
Investment Services, Inc. In 1994, President Clinton appointed him Chairman
of the President's Committee on Employment of People with Disabilities. Mr.
Coelho currently is self-employed and serves as a director of Cyberonics,
Inc., Service Corporation International, Kistler Aerospace Corporation,
Mangosoft, Inc., and as a director of several other non-publicly traded and
not-for-profit companies.
Murray H. Hutchison was appointed a director of the Company in June
1997. Since his retirement in 1996 from International Technology
Corporation ("ITC"), Mr. Hutchison has been self-employed with his business
activities involving primarily the management of an investment portfolio.
From 1976 to 1996, Mr. Hutchison served as Chief Executive Officer and
Chairman of ITC, a diversified environmental management company traded on
the New York Stock Exchange. Mr. Hutchison currently serves as a director
of Jack in the Box, Inc., which is traded on the New York Stock Exchange.
Additionally, Mr. Hutchison serves as Chairman of Huntington Hotel
Corporation and as a director of several other non-publicly traded U.S.
companies. Mr. Hutchison serves as Chairman of the Compensation Committee
and is a member of the Audit Committee of the Board of Directors.
Mitt Parker was appointed a director of the Company in February 1998.
Mr. Parker has been involved in the produce industry for 30 years. Mr.
Parker retired from his position as Senior Vice President of Sysco and
Chairman and Chief Executive Officer of FreshPoint, Inc. in January 2001.
FreshPoint owns 28 individual produce companies operating in major markets
throughout the U.S. and in the Canadian Provinces of British Columbia and
Alberta and was acquired by Sysco in 2000. From 1994 until its acquisition
by FreshPoint, Mr. Parker served as South Atlantic Regional Vice President
of Albert Fisher Group, PLC. Prior to 1994, Mr. Parker served as President
and Chief Executive Officer of Mitt Parker Company, Inc., a wholesale
produce distribution company which was acquired by Albert Fisher Group, PLC.
Mr. Parker is a member of the Compensation Committee of the Board of
Directors.
Timothy J. Shaheen was appointed a director of the Company in March
1999. Mr. Shaheen has served as the Chief Executive Officer and director of
the Company's Sun World International, Inc. ("Sun World") subsidiary since
September 1996. Mr. Shaheen also serves as a director of The United Fresh
Fruit and Vegetable Association, a national trade organization, which
represents interests of fruit and vegetable producers and distributors. He
is also active on several industry advisory committees. Mr. Shaheen has
fifteen years of experience in the produce industry, most recently serving
as a senior executive with Albert Fisher North America. While with Albert
Fisher, Mr. Shaheen also served as director of its Canadian produce
operations and as a director of Fresh Western Marketing, one of the largest
growers/shippers of fresh vegetables in the Salinas Valley of California.
Mr. Shaheen has also served as a past director of the Los Angeles
Association of Produce Wholesalers and Dealers. Prior to his employment
with Albert Fisher, Mr. Shaheen was a senior manager with the accounting
firm of Ernst & Young LLP. Mr. Shaheen is a Certified Public Accountant.
Stanley E. Speer joined the Company in September 1996, following
completion of the acquisition by the Company of Sun World, as Senior Vice
President, Chief Financial Officer and Secretary of Sun World. In July 1997,
Mr. Speer was appointed Chief Financial Officer of the Company and
relinquished his position as Secretary of Sun World. In April 1998, Mr.
Speer became Secretary of both the Company and Sun World. Prior to joining
Sun World, Mr. Speer had fifteen years of experience in public accounting
with the accounting firm of Coopers & Lybrand LLP. From 1992 until
September 1996, Mr. Speer served as a partner in their financial advisory
services group specializing in business reorganizations and mergers and
acquisitions consulting. Mr. Speer is a Certified Public Accountant and a
Certified Insolvency and Reorganization Accountant.
Directors of the Company hold office until the next annual meeting of
stockholders or until their successors are elected and qualified. There are
no family relationships between any directors or current officers of the
Company. Officers serve at the discretion of the Board of Directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who beneficially own
more than ten percent of a registered class of the Company's equity
securities ("reporting persons"), to file with the Securities and Exchange
Commission (the "Commission") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Reporting persons are required by Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
reports and amendments thereto on Forms 3, 4 and 5 furnished to the Company
by reporting persons during, and with respect to, its fiscal year ended
December 31, 2000, and on a review of written representations from reporting
persons to the Company that no other reports were required to be filed for
such fiscal year, all Section 16(a) filing requirements applicable to the
Company's directors, executive officers and greater than ten percent
beneficial owners during such period were satisfied in a timely manner.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 2000, the Board of Directors held
four formal meetings, conferred on a number of occasions through telephone
conferences, and took action, when appropriate, by unanimous written
consent. Each current director attended all the meetings of the Board and
all the meetings of the Board committees of which each was a member during
his term.
The Board of Directors has two standing committees, the Audit Committee
and the Compensation Committee. The Board does not have a Nominating
Committee. Messrs. Makins, as Chairman, Coelho and Hutchison serve on the
Audit Committee, the purpose of which is to oversee preparation of the
Company's financial statements. The Audit Committee met two times during
the year ended December 31, 2000. Messrs. Hutchison, as Chairman, Makins
and Parker serve on the Compensation Committee, the purpose of which is to
establish salary and bonus compensation levels for the Company's executive
officers. The Compensation Committee met three times during the year ended
December 31, 2000.
EMPLOYMENT ARRANGEMENTS
Mr. Brackpool is compensated pursuant to an Employment Agreement
effective as of February 1, 1998. Under the terms of this Agreement, which
automatically renews annually unless terminated by either party, Mr.
Brackpool receives base compensation of $500,000 per annum. Mr. Brackpool
may also receive an annual incentive based bonus, not to exceed 120% of his
base compensation, subject to the satisfaction of certain performance
criteria which are either tied to the performance of the Company or are
subject to the discretion of the Board of Directors. Under the Employment
Agreement, Mr. Brackpool also serves as the Chairman of Sun World. A
portion of Mr. Brackpool's compensation may be paid by Sun World or other
subsidiaries of the Company as determined periodically by the Company. Mr.
Brackpool also receives the use of an automobile leased by the Company and
life and disability insurance benefits funded by the Company. The Agreement
provides that, in the event of a change in control of the Company, any
theretofore unsatisfied conditions to the vesting of any stock options held
by Mr. Brackpool or to the issuance of shares of the Company's stock
pursuant to stock bonus plans to which Mr. Brackpool is a party, shall be
deemed immediately satisfied. In the event of a material change or
reduction in Mr. Brackpool's responsibilities, he will be entitled to
terminate the Agreement and continue to receive base compensation for the
remainder of the term of the Agreement. Mr. Brackpool will also be entitled
to continue to receive base salary and a deemed bonus equal to 60% of base
salary in the event of any other termination of the Agreement by the Company
other than for cause.
Mr. Shaheen has been engaged by the Company to act as the Chief
Executive Officer of Sun World. In this capacity, Mr. Shaheen receives
compensation from Sun World at an annual rate of $300,000. Mr. Shaheen is
entitled to receive additional compensation in the form of bonuses at the
sole discretion of the Board of Directors, based primarily on the
performance of Sun World. Mr. Shaheen also receives the use of an
automobile leased by the Company.
Mr. Speer has been engaged by the Company to act as the Chief Financial
Officer of both the Company and Sun World. In this capacity, Mr. Speer
receives compensation at an annual rate of $260,000. A portion of Mr.
Speer's compensation may be paid by Sun World or other subsidiaries of the
Company as determined periodically by the Company. Mr. Speer is entitled to
receive additional compensation in the form of bonuses at the sole
discretion of the Board of Directors, based primarily on the performance of
the Company. Mr. Speer also receives the use of an automobile leased by the
Company.
COMPENSATION OF DIRECTORS
Mr. Makins received cash compensation for his services as Chairman
pursuant to a Compensation Agreement effective April 2, 1993, which provided
for base compensation of $75,000 per year, payable quarterly in advance,
plus payment for certain additional services which may be performed on
behalf of the Company, consisting primarily of financial advisory and
general business consulting services. During the year ended December 31,
2000, Mr. Makins received total cash compensation of $75,000 pursuant to
this Compensation Agreement. In addition, Mr. Makins receives cash
compensation for his services as a director of the Company's Sun World
subsidiary in the amount of $25,000 per year, payable quarterly in advance.
Mr. Brackpool and Mr. Shaheen do not receive any additional
compensation for serving as directors of the Company or of Sun World.
Mr. Coelho receives cash compensation for his services as director of
the Company in the amount of $25,000 per year, payable quarterly in advance.
Mr. Hutchison receives cash compensation for his services as a director
of the Company in the amount of $25,000 per year, payable quarterly in
advance.
Mr. Parker receives cash compensation for his services as a director of
the Company and the Company's Sun World subsidiary in the amount of $25,000
per year, payable quarterly in advance.
During February 2001, Messrs. Makins, Coelho, Hutchison and Parker each
received options to purchase 12,250 shares of the Company's Common Stock as
additional compensation.
EXECUTIVE COMPENSATION
The tables and discussion below set forth information about the
compensation awarded to, earned by, or paid to the Company's chief executive
officer and other executive officers during the years ended December 31,
2000, 1999, and 1998.
SUMMARY COMPENSATION TABLE
Other Long-Term
Name and Annual Compensation Awards All
Principal Fiscal Compensation(2) Stock Stock Other
Position Year(1) Salary Bonus(3) Awards(4) Options Compensation
- ---------------------------------------------------------------------------
Keith
Brackpool 12/31/00 $500,000 $150,000 $150,000 -0- -0-
President and
Chief
Executive 12/31/99 500,000 275,000 250,000 500,000(5) -0-
Officer 12/31/98 500,000 300,000 -0- -0- 50,000(6)
Timothy J.
Shaheen 12/31/00 300,000 75,000 75,000 -0- -0-
Chief Executive
Officer of Sun
World 12/31/99 270,000 135,000 135,000 -0- -0-
12/31/98 270,000 35,000 -0- 75,000(7) 50,000(6)
Stanley E.
Speer 12/31/00 260,000 65,000 65,000 -0- -0-
Chief Financial
Officer 12/31/99 240,000 120,000 120,000 -0- -0-
12/31/98 240,000 35,000 -0- 125,000(8) 50,000(6)
- --------------------------
(1)The information presented in this table is for the years ended December
31, 2000, December 31, 1999, and December 31, 1998. The executive
officers for which compensation has been disclosed for the year ended
December 31, 2000, constituted all of the Company's executive officers
as of December 31, 2000.
(2)No column for "Other Annual Compensation" has been included to show
compensation not properly categorized as salary or bonus, which
consisted entirely during each fiscal year of perquisites and other
personal benefits, the aggregate amount of which did not exceed the
lesser of either $50,000 or ten percent of the total of annual salary
and bonus reported for each of the above named executive officers for
each fiscal year. See "Employment Arrangements."
(3)Bonuses are paid in February for the preceding calendar year.
(4)Deferred stock units, subject to vesting, were granted to Messrs.
Brackpool, Shaheen and Speer in February 2001 and May 2000, as part of
their respective bonuses for the preceding calendar year. These
deferred stock units shall vest three years from the date of issuance.
The total number and value of deferred stock units outstanding at
December 31, 2000 (based upon the Nasdaq Stock Market(R) closing sales
price per share) for Messrs. Brackpool, Shaheen and Speer was as
follows:
Units
Name Outstanding Value
---- ------------ --------
Brackpool 40,404 $ 361,111
Shaheen 21,819 195,007
Speer 19,395 173,343
(5)In January 1999, Mr. Brackpool was granted 500,000 options, vesting
in July 1999, based upon meeting certain milestones in the
fulfillment of the company's water resources business plan.
(6)In February 1999, the Company awarded 6,250 shares of stock each to
Messrs. Brackpool, Shaheen and Speer, totaling 18,750 shares, as
part of a performance-based bonus with respect to the year ended
December 31, 1998. The value of the shares is calculated based on
the fair market value of $8.00 on the date the shares were awarded.
(7)In February 1999, Mr. Shaheen was granted 75,000 options, vesting in
August 1999, as part of a performance-based bonus with respect to
the year ended December 31, 1998.
(8) 50,000 options were granted to Mr. Speer during the fiscal
year ended December 31, 1998, which vested in February 2001.
In addition, in February 1999, Mr. Speer was granted 75,000
options, vesting in August 1999, as part of a performance-
based bonus with respect to the year ended December 31, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Value of
Unexercised Unexercised
Shares Options at Options at
Acquired FY-End (#) FY-End (#)
on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable(1)
- -----------------------------------------------------------------------
Keith Brackpool -0- -0- 750,000/-0- $1,921,875/-0-
Timothy J. Shaheen -0- -0- 475,000/-0- $1,845,313/-0-
Stanley E. Speer -0- -0- 275,000/50,000 $ 957,813/$34,375
(1) Based upon the Nasdaq Stock Market(R) closing sales price per share at
December 31, 2000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the Company's year ended December 31, 2000, all decisions
concerning executive officer compensation were made by the Compensation
Committee of the Board of Directors. The members of the Compensation
Committee were Messrs. Hutchison (Chairman), Makins and Parker all of whom
are non-employee directors. Mr. Makins serves as Chairman of the Board.
See "Directors and Executive Officers."
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Board of Directors has formed a Compensation Committee (the
"Committee") which is responsible for reviewing and establishing the
compensation payable to the Company's executive officers, including the
President and Chief Executive Officer. For executive officers other than
the President and Chief Executive Officer, the Committee establishes
compensation levels based, in part, upon the recommendations of the
President and Chief Executive Officer.
The Committee has furnished the following report on executive
compensation: <F1>
Prior to the Sun World acquisition, the Company's
business plan was designed to promote the maximization
of the long-term value of the Company's properties which
was primarily focused on the development of its existing
properties in addition to expansion of its property
portfolio. Therefore, for compensation purposes, the
Committee did not believe that overall Company
performance was able to be measured as a function of
profits or losses, as the Company held its assets for
long-term maximization of values and was not receiving
significant revenues from operations. Rather, the
Company's overall performance during any period was more
appropriately measured through a subjective evaluation
of the progress made by the Company during such period
toward the achievement of its long range business goals,
taking into account the general economic climate. As
such, the Committee established that compensation to the
Company's executive officers was designed to encourage
and reward management's efforts, which promoted the
fulfillment of the Company's business plan and
positioned the Company for long-term growth. While the
Company will continue to seek to pursue opportunities
synergistic with its water and agricultural resources,
the Company's business strategy is currently aligned
with meeting specific operating performance objectives.
Therefore, the Committee has formulated compensation
programs for its executive officers that not only seek
to maximize the long-term value of the Company's
properties, but also to enhance corporate performance
and thus shareholder value, by aligning the financial
interest of its executive officers with those of its
shareholders. Such a compensation program will help to
achieve the Company's business and financial objectives
and will also provide incentives needed to attract and
retain well-qualified executives in a highly competitive
marketplace. To this end, the Company has developed a
compensation program with three primary components: base
salary, performance-based cash awards and long-term
incentives.
[FN]
This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing
under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this
report by reference, and shall not otherwise be deemed filed under such
acts.
</FN>
BASE SALARY. An effort is made to establish base
salary levels for all executive officers so as to be
competitive with the salaries of executives of other
companies with similarly sized asset portfolios and to
ensure the continued services of key individuals. See
"Employment Arrangements" for terms of all agreements
regarding executive compensation. No specific or set
formula has been used to tie base salary levels to
precise measurable factors. Adjustments to an executive
officer's base salary, once established, can be made at
the discretion of the Compensation Committee, based upon
such factors as position and responsibility, salary
history and cost of living increases.
Where applicable, the Committee may also consider
the past performance of the officer, both in adjusting
base salary levels and in determining additional
incentive compensation, such as the cash awards and long
term incentives discussed below.
PERFORMANCE-BASED CASH AWARDS. The Committee
believes that incentives should be offered to
executives, which are related to improvements in Company
performance that yield increased value for stockholders.
Although the Committee relies primarily upon the grant
of incentive stock options or other stock awards to
reward executive performance (see "Long-Term
Incentives," below), under certain circumstances, the
Committee will utilize performance-based cash awards
from time to time to provide additional incentives.
As President and Chief Executive Officer of the
Company, Mr. Brackpool is charged with the overall
responsibility for the performance of the Company, as
well as Sun World. In 1997, the Committee retained the
services of Towers Perrin, a prominent independent
compensation consulting firm, to assist in designing an
overall compensation program for Mr. Brackpool. This
compensation program, which is reflected in a written
employment agreement effective as of February 1, 1998
(see "Employment Arrangements," above), includes, in
addition to base salary, an incentive bonus compensation
component. The incentive compensation component, which
may not exceed 120% of Mr. Brackpool's base salary in
any year, is determined on the basis of three sets of
criteria, including, first, the meeting of yearly
operating objectives (such as earnings before interest,
taxes, depreciation and amortization (EBITDA)); second,
the meeting of yearly goals regarding the fulfillment of
the Company's water resource business plan; and third,
the subjective evaluation by the Committee of Mr.
Brackpool's performance during the year. Up to 50% of
any year's incentive compensation is payable, at the
discretion of the Board, in the form of Common Stock.
With respect to the year ended December 31, 2000, the
application of these criteria resulted in a grant to Mr.
Brackpool, in February 2000, of a performance-based
bonus equal to 60% of Mr. Brackpool's base salary of
$500,000. $150,000 of this bonus is payable in cash and
the remainder in the form of deferred stock units
exchangeable for the Company's Common Stock, which vest
in three years.
The Committee has designed a compensation program
for Messrs. Shaheen and Speer and other Company senior
management, which provides for incentives based upon
meeting specific operating objectives such as EBITDA.
In addition, executives may receive cash awards purely
at the discretion of the Committee (see "Employment
Arrangements" above.) With respect to the year ended
December 31, 2000, Messrs. Shaheen and Speer each
received a performance-based bonus equal to 50% of base
salary. Fifty percent (50%) of this bonus is payable in
cash and 50% is payable in the form of deferred stock
units exchangeable for the Company's Common Stock, which
vest in three years.
LONG-TERM INCENTIVES. The primary form of
incentive compensation offered by the Company to
executives consists of long-term incentives in the form
of stock options or other stock awards. This form of
compensation is intended to help retain executives and
motivate them to improve the Company's long-term
performance and hence long-term stock market
performance. Stock options and other stock awards are
granted at the prevailing market value and will only
have added value if the Company's stock price increases.
The Committee views the grant of stock options as
both a reward for past performance and an incentive for
future performance. Stock options or other stock awards
granted by the Company may vest immediately upon grant,
with the passage of time, at the discretion of the
Board, and/or upon the achievement of certain specific
performance goals. Where performance is not readily
measurable, the vesting of performance based options or
other stock awards may be dependent upon the
satisfaction of subjective performance criteria.
Options granted by the Company during the last
three fiscal years, whether vesting immediately or
contingently, are exercisable for a period of five to
seven years from grant. The Committee anticipates that
options or stock awards may again be granted in the
future in order to provide executives with additional
long-term incentives. Such options and stock awards may
be granted pursuant to the Company's 1996 Stock Option
Plan or the 2000 Stock Award Plan.
DEDUCTIBILITY OF CERTAIN EXECUTIVE COMPENSATION EXPENSE
UNDER FEDERAL TAX LAWS
The Committee has considered the impact of
provisions of the Internal Revenue Code of 1986,
specifically Code Section 162(m). Section 162(m) limits
to $1 million the Company's deduction for compensation
paid to each executive officer of the Company, which
does not qualify as "performance based."
While the Company expects that this provision will
not limit its tax deductions for executive compensation
in the near term, the Company's 1996 Stock Option Plan
(the "Plan")?enables the Company to comply, to the
extent deemed advisable, with the requirements of
Section 162(m) for performance based compensation to
insure that the Company will be able to avail itself of
all deductions otherwise available with respect to
awards made under the Plan. However, any shares of
stock issued to executives under the Company's 2000
Stock Award Plan will not qualify as performance-based
compensation and, therefore, will be counted in
determining whether the $1 million limit has been
reached.
CONCLUSION
Through the programs described above, a very
significant portion of the Company's executive
compensation is linked directly to corporate
performance. The Committee intends to continue the
policy of linking executive compensation to corporate
performance in order to continue to align the interest
of executives with those of Company stockholders.
THE COMPENSATION COMMITTEE
Murray H. Hutchison, Chairman
Dwight W. Makins
Mitt Parker
REPORT OF THE AUDIT COMMITTEE <F2>
The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended December
31, 2000.
The Audit Committee has reviewed and discussed the Company's audited
financial statements with management. The Audit Committee has discussed
with PricewaterhouseCoopers LLP, the Company's independent accountants, the
matters required to be discussed by Statement of Auditing Standards No. 61,
Communication with Audit Committees, which includes, among other items,
matters related to the conduct of the audit of the Company's financial
statements. The Audit Committee has also received written disclosures and
the letter from PricewaterhouseCoopers LLP required by Independence
Standards Board, Standard No. 1, which relates to the accountant's
independence from the Company and its related entities, and has discussed
with PricewaterhouseCoopers LLP their independence from the Company.
The Audit Committee acts pursuant to the Audit Committee Charter, a
copy of which is attached as Appendix "A" to this Proxy Statement. Each of
the members of the Audit Committee qualifies as an "independent" Director
under the current listing standards of the National Association of
Securities Dealers.
Based on the review and discussions referred to above, the Audit
Committee recommended to the Company's Board of Directors that the Company's
audited financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000.
AUDIT COMMITTEE
Dwight Makins
Anthony Coelho
Murray Hutchison
[FN]
This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing
under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this
report by reference, and shall not otherwise be deemed filed under such
acts.
</FN>
STOCK PRICE PERFORMANCE
The stock price performance graph below compares the cumulative total
return of the Company's Common Stock against the cumulative total return of
the Nasdaq U.S. index and the Russell 2000(R) index for the past five fiscal
years. The graph indicates a measurement point of March 29, 1996 and assumes
a $100 investment on such date in the Company's Common Stock, the Nasdaq U.
S. and the Russell 2000(R) indices. With respect to the payment of
dividends, the Company has not paid any dividends on its Common Stock, but
the Nasdaq U. S. and the Russell 2000(R) indices assume that all dividends
were reinvested. The stock price performance graph shall not be deemed
incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934, except to the extent that
the Company specifically incorporates this graph by reference, and shall not
otherwise be deemed filed under such acts.
STOCK PERFORMANCE GRAPH
(Performance Graph appears here)
Company and
Indices 3/29/96 12/31/96 12/31/97 12/31/98 12/31/99 12/29/00
- ----------- ------- -------- -------- -------- -------- --------
CLCI Stock
Price 100.000 116.715 192.643 171.541 213.723 201.069
Nasdaq US
Index 100.000 159.606 195.569 275.582 497.868 308.334
Russell
2000(R) 100.000 139.054 167.588 161.813 193.561 185.424
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no transactions required to be reported pursuant to this
section.
PROPOSAL 2
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors is recommending the ratification of its selection
of PricewaterhouseCoopers LLP as the Company's independent certified public
accountants to audit the financial statements of the Company for the 2001
fiscal year. Although ratification of the choice of auditors is not
required, the Board believes such ratification to be in the best interests
of the Company. In the event such approval of stockholders is not received,
the Board will select another firm to audit the Company's financial
statements. PricewaterhouseCoopers LLP has advised the Company that neither
it nor any of its partners or associates has any direct or indirect
financial interest in or any connection with the Company other than as
accountants and auditors. A representative of PricewaterhouseCoopers LLP is
expected to be present and available to answer appropriate questions at the
Annual Meeting, and will be given the opportunity to make a statement if
desired.
Fees billed to the Company by PricewaterhouseCoopers LLP during the
fiscal year ended December 31, 2000 were:
AUDIT FEES: During the Company's fiscal year ended December 31, 2000,
audit fees billed to the Company by PricewaterhouseCoopers LLP for review of
the Company's annual financial statements and those financial statements
included in the Company's quarterly reports on Form 10-Q totaled $176,000.
FINANCIAL INFORMATION SYSTEMS DESIGN & IMPLEMENTATION FEES: During the
fiscal year ended December 31, 2000, the Company did not engage
PricewaterhouseCoopers LLP to provide advice to the Company regarding
financial information systems design and implementation.
ALL OTHER FEES: Fees billed to the Company by PricewaterhouseCoopers
LLP during the fiscal year ended December 31, 2000 for all other non-audit
services rendered to the Company, including tax related services totaled
$28,756.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2.
OTHER MATTERS
The Board of Directors does not know of any other matters that may come
before the Annual Meeting. However, if any other matter shall properly come
before the Annual Meeting, the proxy holders named in the proxy accompanying
this statement will have discretionary authority to vote all proxies in
accordance with their best judgment.
STOCKHOLDER PROPOSALS
Any stockholder who wishes to present resolutions to be included in the
proxy statement for the Company's next Annual Meeting (for the fiscal year
ending December 31, 2001) must file such resolutions with the Company not
later than November 30, 2001.
ADDITIONAL INFORMATION
This Proxy Statement is accompanied by the Company's Annual Report on
Form 10-K for the year ended December 31, 2000 (the "Form 10-K"). Exhibits
to the Form 10-K will be made available to stockholders for a reasonable
charge upon their written request to the Company, Attention: Mr. Stanley E.
Speer, 100 Wilshire Boulevard, Suite 1600, Santa Monica, California 90401.
By Order of the Board of Directors
Santa Monica, California
April 9, 2001
APPENDIX A
AUDIT COMMITTEE CHARTER
The Audit Committee (the "Committee") of the Board of Directors (the
"Board") of Cadiz Inc. (the "Company"), will have the oversight
responsibility, authority and specific duties as described below.
ORGANIZATION
The Committee will be comprised of three or more directors as determined by
the Board. The members of the Committee will meet the independence and
experience requirements of the National Association of Securities Dealers
("NASD"). The Committee will meet a minimum of twice per year.
RESPONSIBILITIES
The Committee is a part of the Board. It's primary function is to assist
the Board in fulfilling its oversight responsibilities with respect to (i)
the annual financial information to be provided to shareholders and the
Securities and Exchange Commission ("SEC"); (ii) the system of internal
controls that management has established; and (iii) the external audit
process. In addition, the Committee provides an avenue for communication
between the independent accountants, financial management and the Board.
The Committee should have a clear understanding with the independent
accountants that they must maintain an open and transparent relationship
with the Committee, and that the ultimate accountability of the independent
accountants is to the Board and the Committee. The Committee will make
regular reports to the Board concerning its activities.
While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This
is the responsibility of management and the independent auditor. Nor is it
the duty of the Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and the Company's business
conduct guidelines.
AUTHORITY
Subject to the prior approval of the Board, the Committee is granted the
authority to investigate any matter or activity involving financial
accounting and financial reporting as well as the internal controls of the
Company. In that regard, the Committee will have the authority to approve
the retention of external professionals to render advice and counsel in such
matters. All employees will be directed to cooperate with respect thereto
as requested by members of the Committee.
SPECIFIC DUTIES
In carrying out its oversight responsibilities, the Committee will:
* Obtain the approval of the full Board of this Charter, and review
and reassess this Charter at least annually or as conditions
dictate;
* Review and recommend to the Board the Independent auditors to be
selected to audit the financial statements of the Company and its
divisions and subsidiaries;
* Communicate clearly to the independent auditors that they are
ultimately accountable to the Board and the Committee as the
shareholders' representatives, and that the Board has the ultimate
authority in deciding to engage, evaluate and, if appropriate,
terminate their services;
* Meet with the independent auditors and financial management of the
Company to review the scope of the proposed audit, including the
timing of the audit, the procedures to be utilized and the
adequacy of the independent auditors' compensation. At the
conclusion of the audit process, review with the independent
auditors their findings.
* Review with the independent auditors the performance of the
Company's financial and accounting personnel, as well as the
adequacy and effectiveness of the accounting and financial
controls of the Company. Elicit any recommendations for the
improvement of such internal controls or particular areas where
new or more detailed controls or procedures are desirable.
* Review communications received by the Company from regulators and
other legal and regulatory matters that may have a material effect
on the financial statements or on the Company's compliance
policies.
* Inquire of management and the independent auditors about
significant areas of risk or exposure and assess the steps
management has taken to minimize such risks.
* Review the financial statements contained in the annual report to
shareholders and other Securities and Exchange Commission ("SEC")
filings with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure
and content of the financial statements to be presented to the
shareholders. Review with financial management and the
independent auditors the results of their analysis of significant
financial reporting issues and practices, including changes in or
adoptions of accounting principles and disclosure practices,
review significant period-end adjustments and discuss any other
matters required to be communicated to the Committee by the
auditors. Also review with financial management and the
independent auditors their judgments about the quality, not just
acceptability, of accounting principles and the clarity of the
financial disclosure practices used or proposed to be used and
particularly, the degree of aggressiveness or conservation of the
Company's accounting principles and underlying estimates and other
significant decisions made in preparing the financial statements.
* The independent auditors will advise the Committee through its
Chair and management of the Company of any matters identified
through procedures followed for interim quarterly financial
statements, and such notification will be made prior to the
related press release or, if not practicable, prior to filing the
Form 10-Q.
* Provide opportunity for the independent auditors to meet with the
members of the Committee without members of management present.
Among the items to be discussed in these meetings are the
independent auditors' evaluation of the Company's financial,
accounting and auditing personnel and the cooperation that the
independent auditors received during the course of the audit.
* Review accounting and financial human resources and succession
planning within the Company.
* Report the results of the annual audit to the Board of Directors
and, if requested by the Board, invite the independent auditors to
attend the full Board of Directors' meeting to assist in reporting
the results of the annual audit or to answer the directors'
questions.
* On an annual basis, obtain from the independent auditors, a
written communication delineating all their relationships and
professional services, as required by Independence Standards Board
Standard No. 1, Independence Discussion with Audit Committees. In
addition, review with the independent auditors the nature and
scope of any disclosed relationships or professional services and
take, or recommend that the Board of Directors take, appropriate
action to ensure the continuing independence of the auditors.
* Submit the minutes of all meetings of the Committee to, or discuss
the matters discussed, at each committee meeting, with the Board
of Directors.
* Investigate any matter brought to its attention within the scope
of its duties with the power to retain outside counsel for this
purpose if, in its judgment, that is appropriate.
* Confirm in writing to the NASD annually or with respect to any
changes on the Committee regarding independence, financial
capabilities and the annual review and reassessment of the Audit
Committee Charter.
* Disclose in the Company's Proxy Statement the names of each
member of the Committee and such other information regarding
the Committee as may be required by the SEC. The Charter will
be included in the Proxy Statement every three years or when
signficant amendments are made to it.
PROXY CARD
CADIZ INC.
100 Wilshire Boulevard, Suite 1600, Santa Monica, California 90401
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned, as owner of shares of Common Stock of Cadiz Inc., a
Delaware corporation (the "Company"), hereby acknowledges receipt of the
Proxy Statement and the Notice of the Annual Meeting of Stockholders to be
held on May 14, 2001 at 9:00 a.m. local time, at the Fairmont Miramar Hotel,
Catalina Bungalow, located at 101 Wilshire Blvd., Santa Monica, California,
and hereby further revokes all previous proxies and appoints Keith Brackpool
and/or Stanley E. Speer as proxy of the undersigned at said meeting and any
adjournments thereof with the same effect as if the undersigned were present
and voting the shares.
(1) For the election of the following persons as directors of the Company
to serve until the next Annual Meeting of Stockholders or until their
respective successors shall have been elected and qualified.
(01) Dwight W. Makins, (02) Keith Brackpool, (03) Anthony L. Coelho, (04)
Murray H. Hutchison, (05) Mitt Parker, (06) Timothy J. Shaheen
[] FOR ALL [] WITHHELD FOR ALL
(Instruction: To vote against any nominee, write that nominee's name in the
space provided below.)
_______________________________________________________________________
(2) Ratification of the selection of PricewaterhouseCoopers LLP as the
Company's independent certified public accountants for fiscal year
2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) The transaction of such other business as may properly come before the
meeting and any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS YOU HAVE
INDICATED ON THE REVERSE SIDE. IF NO INDICATION HAS BEEN MADE, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ABOVE NOMINEES
AND IN FAVOR OF SUCH PROPOSALS AND AS SAID PROXY DEEMS ADVISABLE ON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Signature________________Signature________________Date_____________, 2001
When signing as attorney, executor, administrator, trustee or guardian,
please give full title. If more than one trustee, all should sign. All
joint owners should sign. If a corporation, sign in full corporation name
by President or other authorized officer. If a partnership, sign in
partnership name by authorized person. Persons signing in a fiduciary
capacity should indicate their full title in such capacity.