FRESH DEL MONTE PRODUCE INC. (NYSE:FDP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

FRESH DEL MONTE PRODUCE INC. (NYSE:FDP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 – Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

At the Annual General Meeting of Shareholders of Fresh Del Monte
Produce Inc. (the Company) held on May 3, 2017, the shareholders of
the Company approved an amendment to the Companys 2010 Annual
Incentive Plan for senior executives (the Plan) to amend (i) the
eligibility provisions of the Plan to provide greater flexibility
to the Committee in determining the eligible executives covered by
the Plan and (ii) the individual award limit under the Plan to
provide additional design flexibility for the Committee without
increasing the overall $1 million individual award maximum.

The terms and conditions of the Plan are described in the Companys
definitive proxy statement, filed with the Securities and Exchange
Commission on April 3, 2017. The Plan is filed as Exhibit 10.1
hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 3, 2017, the Annual General Meeting of Shareholders of the
Company was held. A total of 48,927,980 Ordinary Shares, or 96% of
the Ordinary Shares issued and outstanding as of the March 14, 2017
record date, was represented in person or by proxy. The proposals
presented at the Annual General Meeting of Shareholders are
described in detail in the Companys Proxy Statement for the 2017
Annual General Meeting of Shareholders filed with the Securities
and Exchange Commission on April 3, 2017. All of the nominees for
director described in that proxy statement were elected to serve
until the Companys 2020 Annual General Meeting of Shareholders. A
cash dividend for the year ended December 30, 2016 was approved by
the shareholders and declared by the Company’s board of directors,
and each of the other items considered at the 2017 Annual General
Meeting was approved by the shareholders, to the voting results set
forth below.

Proposal 1

To elect three directors to serve until the Companys 2020 Annual
General Meeting of Shareholders.



Directors	For	Against		Abstained	Broker Non-Votes
Michael J. Berthelot	41,006,263		7,098,202		3,367	820,148
Robert S. Bucklin	41,171,266		6,933,176		3,390	820,148
Madeleine L. Champion	46,820,565		1,283,351		3,916	820,148

Proposal 2

To approve and adopt the Companys financial statements for the
fiscal year ended December 30, 2016.



For	48,908,007
Against	8,544
Abstained	11,429

Proposal 3

To ratify the appointment of Ernst Young LLP as independent
registered certified public accounting firm to the Company for
the fiscal year ending December 29, 2017.



For	48,872,899
Against	50,125
Abstained	4,956

Proposal 4

To approve the Companys dividend for the fiscal year ended
December 30, 2016.



For	48,912,472
Against	11,740
Abstained	3,768

Proposal 5

To approve the amendment to the Company’s 2010 Annual Incentive
Plan for Senior Executives.



For	47,854,373
Against	247,198
Abstained	6,261
Broker Non-Votes	820,148

Proposal 6

To approve, on an advisory, non-binding basis, the Companys
executive compensation.



For	38,980,866
Against	8,832,582
Abstained	294,384
Broker Non-Votes	820,148

Proposal 7

To recommend, on an advisory, non-binding basis, the frequency of
shareholder approval, on an advisory, non-binding basis, of the
Companys executive compensation.



One Year Frequency	42,370,152
Two Years Frequency	8,001
Three Years Frequency	5,724,308
Abstained	5,371
Broker Non-Votes	820,148

Based on the voting results with respect to this proposal, the
Company’s board of directors determined to hold an annual
advisory, non-binding vote on the Company’s executive
compensation until the next advisory, non-binding vote on the
frequency of shareholder approval, on an advisory, non-binding
basis, of the Company’s executive compensation. The Company is
required to hold such frequency votes at least every six years.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits


10.1	Fresh Del Monte Produce Inc. Performance Incentive Plan for Senior Executives, Effective May 5, 2010 (As Amended May 3, 2017) (incorporated by reference to Exhibit A to the Companys Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2017).

About FRESH DEL MONTE PRODUCE INC. (NYSE:FDP)
Fresh Del Monte Produce Inc. is a holding company. Through its subsidiaries, the Company is engaged in sourcing, transportation and marketing of fresh and fresh-cut fruit and vegetables together with prepared food products in Europe, Africa and the Middle East. The Company’s operations are aggregated into business segments on the basis of its products: bananas, other fresh produce and prepared food. The Company sources fresh produced products, such as bananas, pineapples, melons, tomatoes, grapes, pears, peaches, plums, nectarines, cherries, citrus, avocados, blueberries and kiwi from Central and South America, Africa, the Philippines, North America and Europe. The Company sources its prepared food products from Africa, Europe and the Middle East. It distributes its products in North America, Europe, Asia, the Middle East, Africa and South America. The Company markets its products across the world under the DEL MONTE brand and other brands, including UTC, Rosy and Fruit Express. FRESH DEL MONTE PRODUCE INC. (NYSE:FDP) Recent Trading Information
FRESH DEL MONTE PRODUCE INC. (NYSE:FDP) closed its last trading session down -0.44 at 52.02 with 782,426 shares trading hands.