Fresh Del Monte (NYSE: FDP) shareholders approve directors, pay and charter changes

Rhea-AI Filing Summary

Fresh Del Monte Produce Inc. held its virtual Annual General Meeting of Shareholders, where approximately 44,776,276 Ordinary Shares, or about 94% of shares outstanding as of April 13, 2026, were represented. Shareholders elected two directors, ratified the 2026 auditor, approved 2025 executive pay on an advisory basis, and approved an updated corporate charter.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 44,776,276 shares Support for Michael J. Berthelot: 33,949,696 For vs 9,251,545 Against Support for Lori Tauber Marcus: 36,934,077 For vs 6,267,439 Against +3 more

6 metrics

Shares represented at meeting 44,776,276 shares Approximately 94% of Ordinary Shares as of April 13, 2026 record date

Support for Michael J. Berthelot 33,949,696 For vs 9,251,545 Against Director election, term expiring at 2029 AGM

Support for Lori Tauber Marcus 36,934,077 For vs 6,267,439 Against Director election, term expiring at 2029 AGM

Auditor ratification votes 43,705,679 For; 1,057,380 Against Ernst & Young LLP as 2026 independent auditor

Say-on-pay 2025 votes 41,601,422 For; 1,580,590 Against Advisory vote on 2025 named executive officer compensation

Charter amendment approval 44,684,417 For; 17,806 Against Third Amended and Restated Memorandum and Articles of Association

Key Terms

Annual General Meeting of Shareholders, independent registered public accounting firm, non-binding, advisory vote, Memorandum and Articles of Association

4 terms

Annual General Meeting of Shareholders financial

"held its virtual Annual General Meeting of Shareholders (the "Annual Meeting")."

independent registered public accounting firm financial

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

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding, advisory vote financial

"approved, by a non-binding, advisory vote, the compensation of the Company’s named executive officers in 2025."

Memorandum and Articles of Association financial

"approved, by a non-binding, advisory vote, the Third Amended and Restated Memorandum and Articles of Association."

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________________________________________________

FORM 8-K

____________________________________________________________________________________________________

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 4, 2026

__________________________________________________________________________________________________________

FRESH DEL MONTE PRODUCE INC.

(Exact Name of Registrant as Specified in Charter)

__________________________________________________________________________________________________________

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 1569, 6th Floor, Athena Tower, 71 Fort Street

George Town, Grand Cayman, KY1-1110

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 4, 2026, Fresh Del Monte Produce Inc. ("the Company") held its virtual Annual General Meeting of Shareholders (the "Annual Meeting"). A total of 44,776,276 Ordinary Shares, or approximately 94% of the Ordinary Shares issued and outstanding as of the April 13, 2026 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 24, 2026. The results were as follows:

Proposal 1

The shareholders approved the election of two director nominees for a three-year term expiring at the 2029 Annual General Meeting of Shareholders.

Directors						For						Against						Abstain						Broker Non-Votes
Michael J. Berthelot						33,949,696						9,251,545						10,954						1,564,081
Lori Tauber Marcus						36,934,077						6,267,439						10,680						1,564,081

Proposal 2

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

For						Against						Abstain
43,705,679						1,057,380						13,217

Proposal 3

The shareholders approved, by a non-binding, advisory vote, the compensation of the Company’s named executive officers in 2025.

For						Against						Abstain						Broker Non-Votes
41,601,422						1,580,590						30,183						1,564,081

Proposal 4

The shareholders approved, by a non-binding, advisory vote, the Third Amended and Restated Memorandum and Articles of Association.

For						Against						Abstain						Broker Non-Votes
44,684,417						17,806						74,054						—

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.

Date:

June 4, 2026

/s/ Monica Vicente

Monica Vicente

Senior Vice President and Chief Financial Officer

FAQ

What did Fresh Del Monte (FDP) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing two directors, ratifying Ernst & Young LLP as auditor for 2026, approving 2025 executive compensation on an advisory basis, and approving the Third Amended and Restated Memorandum and Articles of Association, all of which received shareholder approval.

How many Fresh Del Monte shares were represented at the 2026 annual meeting?

A total of 44,776,276 Ordinary Shares were represented, about 94% of shares issued and outstanding as of the April 13, 2026 record date. This indicates very high shareholder participation through virtual attendance or proxy voting.

Were all director nominees elected at Fresh Del Monte’s 2026 annual meeting?

Yes. Director nominees Michael J. Berthelot and Lori Tauber Marcus were elected to three-year terms expiring at the 2029 Annual General Meeting. Each received significantly more votes "For" than "Against," with small abstentions and some broker non-votes reported.

Did Fresh Del Monte (FDP) shareholders approve the 2025 executive compensation?

Yes. Shareholders approved, on a non-binding advisory basis, the 2025 compensation of named executive officers, with 41,601,422 votes "For", 1,580,590 "Against", and 30,183 abstentions, plus 1,564,081 broker non-votes recorded on the proposal.

Which auditor did Fresh Del Monte shareholders ratify for the 2026 fiscal year?

Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year, with 43,705,679 votes "For", 1,057,380 "Against", and 13,217 abstentions, indicating strong support for retaining the current auditor.

What corporate governance change did Fresh Del Monte shareholders approve?

Shareholders approved, by non-binding advisory vote, the Third Amended and Restated Memorandum and Articles of Association, with 44,684,417 votes "For", 17,806 "Against", and 74,054 abstentions, reflecting broad support for the updated governing documents.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB