DEL MONTE CORP
For the period ended Jun 5, 2025. Filed Apr 25, 2025.
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Jun 5, 2025 · Filed Apr 25, 2025
Contents
APPENDIX A
Reconciliation of Non-GAAP Measures
This proxy statement includes the following non-GAAP measures: adjusted net income, adjusted diluted EPS, and adjusted operating income. Adjusted net income, adjusted diluted EPS and adjusted operating income reflect adjustments related to asset impairment and other charges (credits), gain on disposal of property, plant and equipment, net, product-related charges, and other adjustments detailed in the tables below.
The Company uses these metrics because management believes they provide more comparable measures to evaluate period-over-period operating performance since they exclude special items that are not indicative of the Company’s core business or operations. These measures may be useful to an investor in evaluating the underlying operating performance of the Company’s business because these measures:
are used by investors to measure a company’s comparable operating performance;
are financial measurements that are used by lenders and other parties to evaluate creditworthiness; and
are used by the Company’s management for various purposes, including as measures of performance of its operating entities, as a basis of strategic planning and forecasting, and in certain cases as a basis for incentive compensation.
Because all companies do not use identical calculations, the Company’s presentation of these non-GAAP financial measures may not be comparable to similarly titled measures used by other companies.
| Fresh Del Monte Produce Inc. and Subsidiaries | ||||||
|---|---|---|---|---|---|---|
| Non-GAAP Reconciliations | ||||||
| (U.S. dollars in millions, except per-share amounts) | ||||||
| Year ended | ||||||
| December 27, 2024 · December 29, 2023 | ||||||
| Operating (loss) Income | Net income (loss)attributable toFresh Del MonteProduce Inc. | DilutedEPS | Operating (loss)income | Net income (loss)attributable toFresh Del MonteProduce Inc. | DilutedEPS | |
| As reported | $196.3 | $142.2 | $2.96 | $58.5 | $(11.4) | $(0.24) |
| Adjustments: | ||||||
| Other product-related charges(credits) (1) | 1.0 | 1.0 | 0.02 | 3.8 | 3.8 | 0.08 |
| Asset impairment and other charges, net (2) | 4.2 | 4.2 | 0.09 | 143.4 | 143.4 | 2.99 |
| (Gain) on disposal of property, plant and equipment, net and subsidiary (3) | (42.9) | (42.9) | (0.89) | (40.4) | (40.4) | (0.84) |
| Other adjustments (4) | — | — | — | — | 7.6 | 0.16 |
| Tax effects of all adjustments and other tax-related items (5) | — | 11.7 | 0.24 | — | (1.3) | (0.03) |
| As adjusted | $158.6 | $116.2 | $2.42 | $165.3 | $101.7 | $2.12 |
(1)
Other product-related (credits) charges for the year ended December 27, 2024, included $1.2 million of severance charges from the outsourcing of certain functions within our fresh and value-added operations and $1.0 million of additional logistic and inventory write-off expenses incurred as a result of Hurricane Beryl during July 2024, partially offset by $1.7 million of insurance recoveries, net of expenses, associated with the flooding of a production facility in Greece. Other product-related charges (credits) for the year ended December 29, 2023, also included inventory write-off and clean-up costs of $8.4 million due to Greece flooding and $1.8 million of inventory write-offs primarily related to the sale of two distribution centers in Saudi Arabia.
(2)
Asset impairment and other charges (credits), net for the year ended December 27, 2024 also included $1.8 million of legal settlement charges, $0.5 million of reserves related to a potential liability arising from our third-party logistics operations (refer to Form 10-K for the year ended December 27, 2024 for further information on this matter), partially offset by $2.0 million of insurance recoveries associated with fire damage to a
| 2025 Proxy Statement | Appendix A | A-1 |
Appendix A
warehouse facility in South America during the fourth quarter of 2023. Asset impairment and other charges, net for the year ended December 29, 2023, also consisted of $3.7 million of impairment charges related to low-yielding banana farms in the Philippines, $1.8 million of impairment charges due to low productivity grape vines in South America, $1.3 million of expenses, net of insurance reimbursements, incurred in connection with a cybersecurity incident which occurred during early 2023 and $1.1 million of impairment charges related to idle land in South America. The cybersecurity incident temporarily impacted certain of the Company's operational and information technology systems and resulted in incremental costs primarily related to the engagement of specialized legal counsel and other incident response advisors. The Company's critical operational data and business systems were promptly recovered and accordingly, the incident did not have a material impact on the Company's financial results for the year ended December 29, 2023.
(3)
Gain on disposal of property, plant and equipment, net and subsidiary for the year ended December 27, 2024 also included a $14.7 million gain from the sale of two idle facilities in South America, a $7.7 million gain from the sale of a warehouse in South America and a $3.4 million gain from the sale of a warehouse in Europe. Gain on disposal of property, plant and equipment, net and subsidiary for the quarter ended December 29, 2023, mainly related to the sale of a carrier vessel. For the year ended December 29, 2023, gain on disposal of property, plant and equipment, net and subsidiary also included a $20.5 million gain on the sale of two distribution centers and related assets in Saudi Arabia, a $7.0 million gain on the sale of an idle facility in North America, a $3.8 million gain on the sale of the Company's plastics business subsidiary in South America, a $2.4 million gain on the sale of an additional carrier vessel and gains on the sales of land assets in South and Central America.
(4)
Other adjustments for the quarters and years ended December 29, 2023, primarily related to portions of the gain on disposal of property, plant, and equipment, net and subsidiary which were attributable to a minority interest partner, reflected in net income (loss) attributable to redeemable and noncontrolling interests.
(5)
Tax effects are calculated in accordance with ASC 740, Income Taxes, using the same methodology as the GAAP provision of income taxes. Income tax effects of non-GAAP adjustments are calculated based on the applicable statutory tax rate for each jurisdiction in which such adjustments were incurred, except for those items which are non-taxable for which the tax provision was calculated at 0%. Certain non-GAAP adjustments were subject to valuation allowances and therefore were calculated at 0%.
| A-2 | Appendix A | 2025 Proxy Statement |
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Logo Delmonte Quality Vote ENDORSEMENT LINE SACKPACK MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD6 000001 C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/FDP or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery atwww.envisionreports.com/FDPUsing a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.X 2025 Annual General Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR the election of all the nominees to the Board of Directors and FOR Proposals 2 and 3. 1. Elect three director nominees for a three-year term expiring at the 2028 Annual General Meeting of Shareholders: 01 - Amir Abu-Ghazaleh For Against Abstain 02 - Mary Ann Cloyd For Against Abstain 03 - Charles Beard, Jr. For Against Abstain 2. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2025 fiscal year. For Against Abstain 3. Approve, by non-binding advisory vote, the compensation of our named executive officers in 2024. For Against Abstain Note: Such other business as may properly come before the meeting or any adjournment or postponement thereof. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1UPX 651082 0450SB
Fresh Del Monte Produce Inc. 2025 Annual General Meeting of Shareholders Thursday, June 5, 2025 11:00 a.m., Eastern Time, virtually via the internet at meetnow.global/MZM7HZZ To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up atwww.envisionreports.com/FDP IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Fresh Del Monte Produce Inc. Notice of 2025 Annual General Meeting of Shareholders Proxy Solicited by Board of Directors for Annual General Meeting of Shareholders — June 5, 2025 Mohammad Abu-Ghazaleh and Effie Silva (the “Proxy Holders”), or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present at the Annual General Meeting of Fresh Del Monte Produce Inc. to be held virtually via the internet at meetnow.global/MZM7HZZ on June 5, 2025 at 11:00 a.m., Eastern Time or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxy Holders will vote FOR the election of all the nominees to the Board of Directors and FOR Proposals 2 and 3. In their discretion, the Proxy Holders are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below.
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