Darling Ingredients Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten nominees named in the proxy statement to serve until the next annual meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accountant

   ManagementBoard: FOR

   Ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending January 2, 2027.

3. 3

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers (Say-on-Pay).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s executive compensation as disclosed in the proxy (the “say-on-pay”). Management defends its program as pay-for-performance, tying annual incentives to adjusted EBITDA and strategic goals and long-term incentives primarily to multi-year performance (ROGI relative to peers and TSR modifier) and time-vested RSUs, designed to align executives’ interests with shareholders and retain key talent. The Compensation Committee has engaged an independent consultant, uses peer benchmarking, maintains stock ownership guidelines, clawback policies, double-trigger change-of-control protections, and retains discretion to modify elements. The board recommends approval because recent shareholder engagement produced strong support (approximately 97% in favor at the 2025 meeting), the committee believes the mix of metrics appropriately balances short- and long-term incentives while mitigating excessive risk, and the program includes best practices (no option repricing without shareholder approval, no single-trigger change-of-control acceleration, and clawback provisions). Key contextual factors include cyclical commodity exposure that impacts earnings (the company uses adjusted EBITDA and ROGI measures to focus on capital deployment and operating performance), the role of Diamond Green Diesel joint venture in results, high levels of equity-based, “at-risk” compensation (87% of CEO pay at target in 2025), and recent CEO and board changes that may frame future compensation decisions. The analysis for an institutional reviewer should emphasize alignment mechanisms, the degree of performance sensitivity, protections against windfall payouts, potential one-time or retention grants (e.g., new hires), and the extent to which disclosed pay was actually realized historically given stock price movements and PSU outcomes.

4. 4

   Approval of the 2026 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the 2026 Omnibus Incentive Plan, replacing the 2017 Plan and authorizing 3,900,000 new shares plus remaining 2017 Plan shares for awards.

   More detail

   The management proposal requests shareholder approval of the 2026 Omnibus Incentive Plan which would (i) replace the 2017 Plan, (ii) add 3,900,000 new shares plus any remaining available under the 2017 Plan for a combined reserve, and (iii) continue to authorize a full suite of equity and cash incentive award types to employees, non-employee directors and service providers. The plan includes several shareholder-friendly governance features: no option/SAR discounting or repricing without shareholder approval, no recycling of shares used to pay exercise price or taxes, no dividends or dividend equivalents on unearned awards, standard anti-dilution adjustments, a non-employee director annual compensation cap ($900,000), and standard change-of-control provisions (substitution, acceleration, or cash-out at the committee’s discretion) with a relatively narrow change-of-control definition except as may be required for 409A compliance. The Compensation Committee has analyzed grant practices (historical burn rate ~0.33%, overhang ~4.44%) and believes the requested authorization balances competitive grant capacity and shareholder dilution concerns. For an institutional reviewer, relevant considerations include the size of the request relative to outstanding shares (~3,900,000 vs ~158.7 million outstanding shares ≈ 2.45% incremental overhang), reuse provisions for returned/cancelled awards, the mix of performance-based vs time-based awards, anti-dilution protections, and limits on director compensation. The Board recommends approval to preserve the company’s ability to grant equity incentives necessary to execute strategy and retain talent.

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When is the Darling Ingredients Inc 2026 annual meeting?

Darling Ingredients Inc (DAR) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Darling Ingredients Inc 2026 meeting?

The record date for the Darling Ingredients Inc 2026 meeting is Tuesday, March 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Darling Ingredients Inc's 2026 meeting?

The board is presenting 10 director nominees at the Darling Ingredients Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Darling Ingredients Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Darling Ingredients Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.