Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): May 4, 2021

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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 Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town, Grand Cayman, KY1-9005

Cayman Islands

(Address of Registrant's Principal Executive Office)

[phone]

(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

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

 

    On May 4, 2021, Fresh Del Monte Produce Inc. ("the Company") held its virtual Annual General Meeting of Shareholders (the "Annual Meeting").  A total of 45,555,811 Ordinary Shares, or 96% of the Ordinary Shares issued and outstanding as of the March 10, 2021 record date, was 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 March 23, 2021.  The results were as follows:

 

Proposal 1

 

The shareholders approved the election of three director nominees for a three-year term expiring at the 2024 Annual General Meeting of Shareholders and one director nominee for a two-year term expiring at the 2023 Annual General Meeting of Shareholders.

Directors						For						Against						Abstain						Broker Non-Votes
Mohammad Abu-Ghazaleh						35,355,265						9,008,179						3,783						1,188,584
Ahmad Abu-Ghazaleh						34,596,103						9,766,727						4,397						1,188,584
Kristen Colber-Baker						44,144,951						218,602						3,674						1,188,584
Lori Tauber Marcus						44,145,635						218,218						3,374						1,188,584

 

Proposal 2

 

The shareholders approved the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2021 fiscal year.

For			45,208,372			99.24		%
Against			345,304			0.76		%
Abstain			2,135			—

Proposal 3

 

The shareholders approved, by non-binding, advisory vote, the compensation of our named executive officers in 2020.

For			41,723,790			94.04		%
Against			2,598,282			5.86		%
Abstain			45,154			0.10		%
Broker Non-Votes			1,188,584			—

Proposal 4

The proposal to approve and adopt the Second Amended and Restated Memorandum and Articles of Association did not receive the required votes for approval.

For			23,431,026			51.44		%
Against			22,114,397			48.54		%
Abstain			10,387			0.02		%

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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:

May 6, 2021

By:

/s/ Eduardo Bezerra

Eduardo Bezerra

Senior Vice President & Chief Financial Officer