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): April 27, 2011

CALAVO GROWERS, INC.

(Exact Name of Registrant as Specified in Charter)

California		000-33385		33-0945304
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1141-A Cummings Road, Santa Paula, California 93060
(Address of Principal Executive Offices) (Zip Code)

(Former Name or Former Address, if Changed Since Last Report)

Registrant’s telephone number, including area code: (805) 525-1245

     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:

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

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07		Submission of Matters to a Vote of Security Holders.

     On April 27, 2011, we held the annual meeting of shareholders of Calavo Growers, Inc. at 15765 W. Telegraph Road, Santa Paula, California, 93060. At the meeting, the holders of our outstanding common stock acted on the following matters:

     (1) The shareholders voted on a cumulative basis and elected the following 13 directors, each to serve for a term of one year. Each nominee received the following votes:

		Votes				Votes				Broker
Name of Nominee		For				Withheld				Non-Votes
Lecil E. Cole			19,819,609				1,633,955				1,672,190
George H. Barnes			6,687,712				933,008				1,672,190
Michael D. Hause			6,706,523				913,478				1,672,190
Donald M. Sanders			8,628,678				1,844,125				1,672,190
Marc L. Brown			4,860,395				2,760,325				1,672,190
Alva V. Snider			6,702,694				1,000,187				1,672,190
Scott Van Der Kar			6,243,944				1,813,431				1,672,190
J. Link Leavens			9,642,367				1,813,431				1,672,190
Dorcas H. McFarlane			7,550,478				1,688,402				1,672,190
John M. Hunt			7,055,639				1,142,563				1,672,190
Egidio Carbone, Jr.			7,346,594				395,904				1,672,190
Harold Edwards			14,463,027				1,812,036				1,672,190
Steven Hollister			7,435,384				186,701				1,672,190

(2) The shareholders voted for the ratification of the appointment of Ernst & Young LLP as our independent accountants for fiscal 2011. Votes cast were as follows:

For			11,574,818
Against			35,252
Abstain			105,976
Broker Non-Votes			39,356

(3) The shareholders voted for the approval of the Calavo Growers, Inc. 2011 Management Incentive Plan. Votes cast were as follows:

For			7,234,119
Against			2,682,487
Abstain			166,606
Broker Non-Votes			1,672,190

(4) The shareholders voted on an advisory basis to approve the compensation of the executive officers of Calavo Growers, Inc. as disclosed in the company’s 2011 proxy statement. Votes cast were as follows:

For			9,403,663
Against			467,431
Abstain			212,118
Broker Non-Votes			1,672,190

(5) The shareholders voted on an advisory basis on the frequency of holding future shareholder advisory votes on executive compensation. Votes cast were as follows:

Every 1 Year			8,797,157
Every 2 Years			107,167
Every 3 Years			996,107
Abstain			182,781
Broker Non-Votes			1,672,190

     Based upon the results of this shareholder advisory vote, the Board of Directors of Calavo Growers, Inc. has determined to follow the stockholders’ recommendation and to include in future proxy statements an annual shareholder advisory vote on the compensation of the company’s executive officers.

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.