Independent
Tenure on this board
20.4 yrs
2 nominees · 4 ballot items.
Elect two directors; ratify Ernst & Young LLP as independent auditors for 2026; advisory approval of 2025 executive compensation (“Say on Pay”); approve Third Amended and Restated Memorandum and Articles of Association (name change to Del Monte Corporation and administrative updates).
Elect two Class II director nominees (Michael J. Berthelot and Lori Tauber Marcus) to three-year terms ending 2029.
Ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Non-binding advisory vote to approve compensation of the named executive officers as disclosed for 2025.
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.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.56% | 3,595,750 | $145M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 6.73% | 3,202,459 | $129M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.01% | 2,860,032 | $115M |
| 4 | LSV ASSET MANAGEMENT | 3.66% | 1,742,544 | $70M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.42% | 1,629,393 | $66M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.42% | 1,626,589 | $65M |
| 7 | WASATCH ADVISORS LP | 2.91% | 1,384,961 | $56M |
| 8 | STATE STREET CORP | 2.81% | 1,335,200 | $54M |
| 9 | Capital World Investors | 2.16% | 1,028,000 | $41M |
| 10 | BlackRock, Inc. | 2.09% | 995,819 | $40M |
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