DEL MONTE CORP
For the period ended Jun 6, 2024. Filed Apr 26, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 6, 2024 · Filed Apr 26, 2024
Contents
PROXY SUMMARY
This proxy summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to shareholders on or about April 26, 2024. You should read the entire proxy statement carefully before voting. For more information regarding our 2023 performance, please review our Annual Report on Form 10-K for the 2023 fiscal year.
2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
| Date and Time: | Thursday, June 6, 2024 at 11:00 A.M. Eastern Time | Fresh Del Monte Produce Inc. c/o Del Monte Fresh Produce Company 241 Sevilla Avenue, Coral Gables, FL 33134 |
|---|---|---|
| Record Date: | April 17, 2024 | |
| Place: | The Annual General Meeting will be held exclusively online at meetnow.global/MVNAJUX through a live internet webcast. There will be no physical meeting, so you will not be able to attend in person. |
VOTING MATTERS AND BOARD RECOMMENDATIONS
| Proposal · Board’s Recommendation · Page Reference (for more details · ) | ||
|---|---|---|
| 1. Election of Directors | FOR Each Director | 10 |
| 2. Ratification of Ernst & Young, LLP as Auditors | FOR | 35 |
| 3. Advisory Approval of Executive Compensation | FOR | 40 |
VOTING AT THE VIRTUAL MEETING
If you hold your ordinary shares of the Company, or Ordinary Shares, with our transfer agent, Computershare Investor Services, then you or your proxyholder may attend the virtual-only Annual General Meeting, participate, vote, ask questions, and examine a list of the shareholders of record entitled to vote at the Annual General Meeting by accessing meetnow.global/MVNAJUX and entering the 15-digit control number on your proxy card.
If you hold your Ordinary Shares through an intermediary, like a broker or a bank, you must register in advance to attend the virtual-only Annual General Meeting. To register, you must obtain a legal proxy, executed in your favor, from the record holder of your Ordinary Shares and submit proof of your legal proxy reflecting the number of Ordinary Shares you held as of the record date, as well as your name and email address, to Computershare Investor Services. Please refer to the section entitled “Questions and Answers About Our Annual General Meeting” below and the question “How Do I Vote?” for more information. Your request must be received no later than 5:00 P.M. Eastern Time on June 3, 2024.
| 2024 Proxy Statement | Proxy Summary | 1 |
VISION AND GOALS
Our vision is to inspire healthy lifestyles through wholesome and convenient products. Our long-term strategy is founded on six goals:
PROTECT AND GROW OUR CORE BUSINESS
DRIVE INNOVATION AND EXPAND GROWTH ON VALUE-ADDED CATEGORIES
EVOLVE OUR CULTURE TO INCREASE EMPLOYEE ENGAGEMENT AND PRODUCTIVITY
BECOME A TECHNOLOGY-DRIVEN COMPANY TO DRIVE EFFICIENCIES
BECOME A CONSUMER-DRIVEN COMPANY
LEAD THROUGH SUSTAINABILITY FOR A BRIGHTER WORLD TOMORROW
| 2 | Proxy Summary | 2024 Proxy Statement |
|---|
2023 FINANCIAL HIGHLIGHTS
We were pleased with many aspects of our 2023 performance that allowed us to continue to return value to our shareholders. While we saw lower overall net sales across most product categories, we were able to offset the impact to gross margins with higher selling prices, lower distribution costs, and continued focus on profitable sales.
We conducted a strategic review and assessed our operational priorities of our North America operations, including Mann Packing. Preliminary findings of this review were finalized in the fourth quarter. As a result of this strategic review and other factors, we recorded anon-cash impairment of $131.2 million in the fourth quarter, related to our Mann Packing operation. We are exploring strategic alternatives for this business all while continuing to focus on our long-term drivers for enhancing shareholder value for 2024.
In 2023, we made significant progress in our asset optimization program and sold underutilized andnon-strategic assets and significantly reduced our long-term debt. We also continued to innovate around products and packaging and formed strategic partnerships with customers and brands. We also increased our quarterly dividend in the first quarter of 2023 to $0.20 per share and again to $0.25 per share in the first quarter of 2024. Overall, we made meaningful progress on our long-term goals of growing our core business and increasing reach with higher margin value-added products such as our specialty Honeyglow® and Pinkglow® pineapples.
| (1) | Represents net income attributable to Fresh Del Monte Produce Inc. |
| (2) | Non-GAAP financial measures. Please see Appendix A for reconciliations to the most comparable GAAP measure. |
| 2024 Proxy Statement | Proxy Summary | 3 |
OVERVIEW OF OUR DIRECTORS
| Director | Director Since | Age | Background | Committee Memberships |
|---|---|---|---|---|
| Mohammad Abu-Ghazaleh | 1996 | 82 | Chairman and Chief Executive Officer Fresh Del Monte Produce Inc. | |
| Amir Abu-Ghazaleh | 1996 | 77 | General Manager, Abu-Ghazaleh & Sons Co. Ltd. | |
| Ahmad Abu-Ghazaleh | 2018 | 47 | Vice Chairman and Chief Executive Officer, Royal Jordanian Air Academy, Arab Wings, and Queen Noor Technical College | |
| Charles Beard, Jr. | 2020 | 61 | Partner, Chief Operating Officer, Guidehouse, Inc. | Governance (Chair) Compensation |
| Michael J. Berthelot (Lead Independent Director) | 2006 | 73 | Chief Executive Officer, Cito Capital Corporation | Compensation (Chair) Audit |
| Mary Ann Cloyd | 2019 | 69 | Retired Senior Partner, PricewaterhouseCoopers LLP | Audit (Chair) Governance |
| Lori Tauber Marcus | 2021 | 61 | Founder of Courtyard Connections, LLC, Board Advisor and Retired Chief Marketing Officer | Audit Governance Compensation |
| Ajai Puri | 2024 | 70 | Non-Executive Director, Tate and Lyle PLC, Firmenich SA and Britannia Industries Limited | Audit Governance |
We seek to have a Board of independent directors that bring to us a wide range of viewpoints and experiences. Our Board consists of directors with a diversity of age, gender and ethnicity and a range of tenure, with our longer-serving directors providing important institutional knowledge and experience and our newer directors bringing fresh perspectives to deliberations.
| 4 | Proxy Summary | 2024 Proxy Statement |
|---|
GOVERNANCE AND EXECUTIVE COMPENSATION HIGHLIGHTS
Our corporate governance practices and executive compensation standards include:
| • | Our latest Global Sustainability Report was published in October 2023 demonstrating our long-standing commitment to doing business in a sustainable way. (Page 29) |
| • | Executive compensation is tied to financial and operating performance. (Page 43) |
| • | Robust employee compensation recoupment or “clawback” policy. (Page 24) |
| • | Directors and officers are subject to rigorous Share Ownership Guidelines. (Page 29) |
| • | 80% of our CEO’s target total compensation and an average of 59% of our other named executive officers’ target total compensation is at-risk or performance based. (Page 43) |
| • | Advisory vote on executive compensation is conducted annually. (Page 41) |
| • | Executives are prohibited from short-sale transactions, hedging any shares and are prohibited from pledging shares that are subject to the Share Ownership Guidelines. (Page 25) |
| • | Board conducts annual self-evaluation to determine effective functioning. (Page 19) |
| • | Director resignation policy for all director nominees. (Page 19) |
| • | Independent directors regularly attend continuing education programs. |
| • | Board includes members with gender and ethnic diversity, including that 25% of our board members are women and 50% of our board members are ethnically diverse. (Page 4) |
| 2024 Proxy Statement | Proxy Summary | 5 |
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.