FRESH DEL MONTE PRODUCE INC

Regulatory Filings • Jun 6, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 6, 2024

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FRESH DEL MONTE PRODUCE INC.

(Exact Name of Registrant as Specified in Charter)

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Cayman Islands	333-07708	N/A
(State or Other Jurisdiction of Incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

c/o H&C Corporate Services Limited

P.O. Box 698, 4 th Floor, Apollo House, 87 Mary Street

George Town , Grand Cayman, KY1-1107

Cayman Islands

(Address of Registrant's Principal Executive Office)

( 305 ) 520-8400

(Registrant’s telephone number including area code)

Please send copies of notices and communications from the Securities and Exchange Commission to:

c/o Del Monte Fresh Produce Company

241 Sevilla Avenue

Coral Gables, Florida 33134

(Address of Registrant's U.S. Executive Office)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary Shares, $0.01 Par Value Per Share	FDP	New York Stock Exchange

Item 5.07 – Submission of Matters to a Vote of Security Holders

On June 6, 2024, Fresh Del Monte Produce Inc. ("the Company") held its virtual Annual General Meeting of Shareholders (the "Annual Meeting"). A total of 43,792,884 Ordinary Shares, or 92% of the Ordinary Shares issued and outstanding as of the April 17, 2024 record date, were represented at the meeting virtually or by proxy. The proposals presented at the Annual Meeting are described in detail in the Company's proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2024. The results were as follows:

Proposal 1

The shareholders approved the election of three director nominees for a three-year term expiring at the 2027 Annual General Meeting of Shareholders.

Directors	For	Against	Abstain	Broker Non-Votes
Mohammad Abu-Ghazaleh	39,812,844	1,847,690	7,381	2,124,968
Ahmad Abu-Ghazaleh	37,054,726	4,606,503	6,686	2,124,968
Dr. Ajai Puri	41,213,809	445,012	9,094	2,124,968

Proposal 2

The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year.

For	42,970,790
Against	806,052
Abstain	16,040

Proposal 3

The shareholders approved, by non-binding, advisory vote, the compensation of the Company’s named executive officers in 2023.

For	39,441,944
Against	2,210,183
Abstain	15,788
Broker Non-Votes	2,124,968

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Fresh Del Monte Produce Inc. — /s/ Monica Vicente
Monica Vicente
Senior Vice President and Chief Financial Officer