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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM  i 8-K

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CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of report (Date of earliest event reported):  i January 26, 2021

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 i CALAVO GROWERS, INC.

(Exact Name of Registrant as Specified in Charter)

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

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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:

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

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

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

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

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

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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).

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Emerging growth company    i ☐

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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.

On January 26, 2021, Lecil E. Cole notified Calavo that he does not intend to stand for re-election as a director at Calavo’s 2021 annual meeting of shareholders and that he intends to retire as a director of Calavo on March 1, 2021. Mr. Cole’s decision is not the result of any disagreements with Calavo on any matter relating to Calavo’s operations, policies or practices.

Calavo’s Board of Directors also determined that, effective March 1, 2021, the authorized number of Calavo’s directors will be reduced from 12 to 11.

A copy of the press release describing the retirement of Mr. Cole as director is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

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SIGNATURE

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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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