form8k_may09.htm
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):
May 22,
2009
Cadiz
Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
|
0-12114
|
77-0313235
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
550
South Hope Street, Suite 2850, Los Angeles, California
|
90071
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (213) 271-1600
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))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
(e) Effective
May 22, 2009, the Company entered into an amended and restated employment
agreement with Keith Brackpool, our Chief Executive Officer, updating his
currently existing employment agreement. Also effective May 22, 2009,
the Company entered into a new employment agreement with Timothy Shaheen, our
Chief Financial Officer.
Mr.
Brackpool's agreement provides for his base compensation to remain at its
current rate of $400,000 annually, and provides for the immediate grant to Mr.
Brackpool of 60,000 shares of common stock under our 2007 Management Equity
Incentive Plan (the "2007 Plan"). Mr. Shaheen's agreement provides
for base compensation of $300,000 annually, which is consistent with what he is
currently receiving on a month-to-month basis, and provides for the immediate
grant to Mr. Shaheen of 30,000 shares of common stock under the 2007
Plan.
The
agreements for both Mr. Brackpool and Mr. Shaheen allow for participation in
management incentive programs that the Board may adopt, including discretionary
annual bonuses.
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/ Timothy J.
Shaheen |
| |
Timothy J.
Shaheen |
| |
Chief Financial
Officer |
Dated:
May 27, 2009