Del Monte Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class II director nominees (Michael J. Berthelot and Lori Tauber Marcus) to three-year terms ending 2029.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

3. 3

   Advisory Vote on Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve compensation of the named executive officers as disclosed for 2025.

   More detail

   The advisory proposal requests that shareholders approve, on a non-binding basis, the compensation paid to named executive officers for fiscal 2025 as disclosed in the proxy statement. Management seeks this affirmation to demonstrate shareholder support for its pay-for-performance program, which uses a mix of base salary, annual and long-term cash incentives, and equity (50% PSUs/50% RSUs) tied to financial metrics (ROE, EPS, Free Cash Flow, EBITDA) and individual objectives. The Board recommends FOR, noting that a substantial portion of executive compensation is at-risk and performance-based (85% for CEO, 63% for other NEOs), robust clawback policies, share ownership guidelines, and independent compensation committee oversight supported by Willis Towers Watson. While non-binding, the vote serves as feedback for compensation governance; the Board will consider the outcome in future design. Given the Company’s strong 2025 results and payouts at or above target for many metrics, management argues the results validate program effectiveness, but shareholders should consider pay quantum and CEO pay ratio in assessing alignment.

4. 4

   Approval of Third Amended and Restated Memorandum and Articles of Association

   ManagementBoard: FOR

   Adopt Third Amended and Restated Memorandum and Articles of Association to change corporate name to Del Monte Corporation and make administrative changes aligning the articles with Cayman Islands law and governance practices.

   More detail

   Management seeks shareholder approval, by special resolution (two-thirds), to replace the Company’s existing constitutional documents with the Third Amended and Restated Memorandum and Articles of Association. The primary substantive change is a corporate name change from Fresh Del Monte Produce Inc. to Del Monte Corporation to reflect the strategic reunification of the Del Monte brand following the acquisition of certain Del Monte Foods assets. Additional administrative updates align provisions with the Cayman Islands Companies Act and current governance practices, including clarifications on adjournment rights, written resolutions of the Board, and authority to appoint/remove officers. The Board recommends FOR, stating the change better reflects company identity post-acquisition and will not affect shareholder rights or outstanding stock certificates; approval will also allow filing the revised articles with the Cayman Islands Registrar of Companies.

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When is the Del Monte Corp 2026 annual meeting?

Del Monte Corp (DMC) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.

What is the record date for the Del Monte Corp 2026 meeting?

The record date for the Del Monte Corp 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Del Monte Corp's 2026 meeting?

The board is presenting 2 director nominees at the Del Monte Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Del Monte Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Del Monte Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.