Form 8-K - Current report

0001133470false00011334702024-11-222024-11-22

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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): November 22, 2024

CALAVO GROWERS, INC.

(Exact name of registrant as specified in its charter)

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California		000-33385		33-0945304
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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1141-A Cummings Road, Santa Paula, California 93060

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: [phone]

(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))

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

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

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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. ☐

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

Appointment of James Snyder as Chief Financial Officer

On November 22, 2024, the Board of Directors of Calavo Growers, Inc. (“Calavo”) formally approved of the appointment of James Snyder as Calavo’s Chief Financial Officer (“CFO”), effective December 2, 2024.

Mr. Snyder, 53, has served as Corporate Controller and Chief Accounting Officer at Gem-Pack Berries since April 2024. Prior to that, Mr. Snyder served in a similar role for Nano Banc of Irvine from March 2020 to April 2024, and served as Calavo’s Corporate Controller and Chief Accounting Officer from December 2001 to March 2020.

In connection with Mr. Snyder’s appointment as CFO, Mr. Snyder entered into an offer letter pursuant to which Mr. Snyder will be paid an annual base salary of $430,000 and will be eligible for an annual bonus of between 50% and 200% of his base salary, pro-rated for any partial year served, and subject to the achievement of various financial targets by Calavo. Mr. Snyder will also be eligible for Calavo’s standard benefits programs, including participation in Calavo’s 401(k) plan, general health and welfare benefits, and an automotive allowance, subject to his continued employment.

Upon commencement of his role as CFO, Mr. Snyder will enter into Calavo’s standard form of indemnification agreement, a copy of which was previously filed on June 2, 2022 as Exhibit 10.2 to Calavo’s Quarterly Report on Form 10-Q.

There are no arrangements or understandings between Mr. Snyder and any other persons pursuant to which Mr. Snyder was appointed as CFO of Calavo. There are no family relationships between Mr. Snyder and any director or executive officer of Calavo, or with any person nominated or chosen by Calavo to become a director or executive officer, and Mr. Snyder has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

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Item 7.01. Regulation FD Disclosure.

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On November 15, 2024, Calavo issued a press release announcing the expected appointment of Mr. Snyder. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8 - K, Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of Calavo's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

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Item 9.01. Financial Statements and Exhibits.

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(d)	Exhibits
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​	99.1	Press Release dated November 15, 2024
​	104	Cover Page Interactive Data File (formatted as inline XBRL).

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SIGNATURE

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.

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​	Calavo Growers, Inc.
November 22, 2024	​
​	By:	/s/ Lecil Cole
​	Name:	Lecil Cole
​	Title:	President and Chief Executive Officer (Principal Executive Officer)

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Exhibit 99.1

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Calavo Growers, Inc. Announces CFO Change in Leadership

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James Snyder to become Chief Financial Officer as Shawn Munsell Departs for New Role

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SANTA PAULA, Calif., November 15, 2024—Calavo Growers, Inc. (Nasdaq-GS: CVGW), a global leader in the processing and distribution of avocados, tomatoes, papayas, and guacamole, today announced that James Snyder will become the Company’s new Chief Financial Officer effective December 2. Shawn Munsell, Calavo’s current CFO will be departing the Company on November 29 to pursue a new opportunity. He will serve as a consultant to the Company in the month of December to ensure a smooth transition.

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“We are excited to welcome James back to Calavo,” said Lee Cole, President and Chief Executive Officer of Calavo Growers, Inc. “James served the Company well for over 18 years as our Corporate Controller and Chief Accounting Officer, and we are thrilled that he has agreed to return as our CFO to lead the division that he knows so well. We thank Shawn for all that he has done for Calavo in his two and a half years here, and we wish him well in his new endeavors.”

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“Returning to Calavo will be like a homecoming for me,” Snyder said. “I built my career at Calavo, and I am eager to help Lee and the team move the Company forward as its CFO.”

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Snyder has served as Corporate Controller and Chief Accounting Officer at Gem-Pack Berries in Irvine, California since April. Prior to that he was in a similar role for Nano Banc of Irvine from 2020 to 2024. He was with Calavo from 2001 to 2020. Snyder began his career with Deloitte, where he spent seven years in various audit functions.

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About Calavo Growers, Inc.

Calavo Growers, Inc. (Nasdaq: CVGW) is a global leader in the processing and distribution of avocados, tomatoes, papayas and guacamole. Calavo products are sold under the trusted Calavo brand name, proprietary sub-brands, private label and store brands. Founded in 1924, Calavo has a rich culture of innovation, sustainable practices and market growth. The company serves retail grocery, foodservice, club stores, mass merchandisers, food distributors and wholesalers worldwide. Calavo is headquartered in Santa Paula, California, with facilities throughout the U.S. and Mexico. Learn more about The Family of Fresh™ at calavo.com.

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Calavo Growers, Inc.

Page 2 of 2

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Safe Harbor Statement
This press release contains statements relating to future events and results of Calavo that are “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, that involve risks, uncertainties and assumptions. These statements are based on our current expectations and are not promises or guarantees. If any of the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of Calavo may differ materially from those expressed or implied by such forward-looking statements and assumptions. The use of words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements.

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For a discussion of the risks and uncertainties that we face, please see the risk factors described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent updates that may be contained in our Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Forward-looking statements contained in this press release are made only as of the date of this press release, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

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Investor Contact	​
Julie Kegley, Senior Vice President	​
Financial Profiles, Inc.	​
[e-mail]	​
310-622-8246	​

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Document and Entity Information	Nov. 22, 2024
Document and Entity Information
Document Type	8-K
Document Period End Date	Nov. 22, 2024
Entity Registrant Name	CALAVO GROWERS, INC.
Entity Incorporation, State or Country Code	CA
Entity File Number	000-33385
Entity Tax Identification Number	33-0945304
Entity Address, Address Line One	1141-A Cummings Road
Entity Address, City or Town	Santa Paula
Entity Central Index Key	0001133470
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93060
City Area Code	805
Local Phone Number	525-1245
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CVGW
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false

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