Del Monte Corporation (FDP) Earnings Call Transcript & Summary

Welcome to Fresh Del Monte Produce's 2020 Virtual Annual General Meeting of Shareholders. Today's Annual General Meeting is being broadcasted live over the Internet. For opening remarks and introductions, I would like to turn today's call over to Christine Cannella, Vice President, Investor Relations with Fresh Del Monte Produce, who will serve as the moderator for today's Virtual Annual General Meeting of Shareholders. Please go ahead, Ms. Cannella.

Thank you, operator. Good day, everyone. And welcome to Fresh Del Monte Produce's 2020 Virtual Annual General Meeting of Shareholders. As the operator mentioned, I'm Christine Cannella, Vice President, Investor Relations with Fresh Del Monte Produce. I will be monitoring today's call. Today's annual meeting is being broadcast live over the internet, and we thank you for participating in a different kind of shareholder meeting for Fresh Del Monte Produce, a virtual meeting. We expect this modification and meeting format to be effective for this year only and to revert back to an in-person Annual Meeting in future years after public health conditions have improved. I hope you had a chance to review the annual report and the proxy statement. If not, they are available at www.envisionreports.com/FDP or at www.freshdelmonte.com, under the Investor Relations tab. If you haven't already done so, please take a minute to view our agenda slide and the rules of conduct for today's annual meeting. We will hold a question-and-answer session during which we intend to answer, as time permits, those questions submitted during the meeting that are pertinent to the items being brought before the shareholders for vote today in accordance with our rules of conduct. You can submit questions or comments online by returning to the meeting center. Once in the meeting center, click on the dialogue icon in the upper right corner to submit your question or comment. As a reminder, if you have already voted your shares by sending in a proxy or voted via telephone or Internet, you do not need to take any further action. If you have not already voted your shares in advance, you will be able to vote your shares electronically during today's annual meeting by clicking on the cast your vote link on the meeting center side. If you have technical issues during today's webcast, please click on the support link in the upper right of the broadcast screen and someone will assist you. With that, I would like to turn today's call over to our Chairman and CEO, Mr. Mohammad Abu-Ghazaleh. Please go ahead, Mr. Abu-Ghazaleh.

Thank you, Mrs. Cannella. Good morning. And welcome to the 2020 Virtual Annual General Meeting of Shareholders of Fresh Del Monte Produce. As Mrs. Cannella mentioned, I am Mohammad Abu-Ghazaleh, Chairman of the Board and Chief Executive Officer of Fresh Del Monte Produce, and I will be providing at this virtual meeting. I want to open by thanking all of you who have joined us today. I trust that you and your loved ones are well as we are all facing this pandemic. Thank you for joining our virtual meeting. At this time, we will move to the formal portion of our meeting, and I will call the meeting to order. Present at the meeting via telephone today are Directors, Amir Abu-Ghazaleh and Ahmad Abu-Ghazaleh, and our Independent Directors, Madeleine Champion, Mary Ann Cloyd, John Dalton and Michael Berthelot, our Lead Director. Also present is our recently appointed Independent Director, Charles Beard Jr. Mrs. Champion is retiring from the Board effective as of this meeting. On behalf of the Board, I would like to thank Mrs. Champion for her years of service on our Board. Other company officers in attendance via telephone are Youssef Zakharia, President and Chief Operating Officer; Eduardo Bezerra, Senior Vice President and Chief Financial Officer; Martha Jeifetz, Senior Vice President, Human Resources; and Marlene Gordon, Senior Vice President, General Counsel, Chief Compliance and Communications Officer. Mrs. Gordon will act as Secretary of the meeting. As you heard earlier, joining today's meeting and serving as moderator for today's meeting is Christine Cannella, Vice President, Investor Relations with Fresh Del Monte Produce. As Andrea shared, a representative of Computershare is also on today's call. Mrs. Shedd has been appointed -- Mrs. Shedd has been appointed to act as the Inspector of Elections for today's meeting. [indiscernible] and Alan Garcia partners assurance services with Ernst & Young are also present via telephone at today's meeting. The representatives are available to respond to appropriate questions. The Secretary has delivered an affidavit of mailing establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All shareholders of record at the close of business on March 2, 2020 are entitled to vote at this meeting. Our first order of business at this meeting is to determine whether the ordinary shares represented at the meeting are sufficient to constitute a quorum for the purpose of transacting business. Mrs. Gordon, do you have a report, please?

Yes, Mr. Chairman. The shareholders list shows that others of 57,958,461 ordinary shares of the company are entitled to vote at this meeting. We are informed by Cassandra Shedd, Inspector of Elections that they are represented in person or by proxy, 46,763,214 ordinary shares of common stock or approximately 97% of all the ordinary shares entitled to vote at this meeting.

Thank you. Based upon the percentage of total ordinary shares of the company held by holders of record now present at the meeting, either in person or represented by proxy, a quorum is present. This meeting is now duly convened for purposes of transacting such business properly before it. The next order of business is a description of the matters to be voted on at today's meeting. The first proposal before the shareholders of the company is the election of one director to serve until the Annual General Meeting of Shareholders in 2023. The Board of Directors recommend a vote for the election of the following person as Director of the company, Michael J. Berthelot. Proposal #2, ratification of the appointment of Ernst & Young LLP as independent registered certified public accounting firm for the fiscal year ending January 1, 2021. The Board of Directors recommend a vote for the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year 2020. Proposal #3, approval by an advisory no-binding vote of the executive compensation of our named executive officers as disclosed in the proxy statement for the 2019 fiscal year. The Board of Directors recommend a vote for the approval of the company's executive compensation. I will now turn the call over to Christine Cannella to begin the question-and-answer session regarding the proposals. Mrs. Cannella?

As a reminder, you may submit questions online by clicking on the dialogue icon in the upper right corner of the meeting's center screen. I would like to remind you that the answers we give in response to your questions may include forward-looking statements within the provisions of the federal securities safe harbor laws. Actual results may differ materially from these forward-looking statements because of a variety of risks and uncertainties about our business, which are described in our most recent filings with the SEC, including our 2019 annual report on Form 10-K. Mr. Chairman, I can confirm that there are no questions at this time.

Thank you. This concludes the question-and-answer session of Fresh Del Market Produce Virtual Annual Meeting. The online voting will now be closed, and I hereby declare the polls closed. The proxies will be held in the possession of the Inspector of Election. The Inspector of Election will tabulate the votes. Will the Secretary please report the preliminary results of voting?

We have been informed by the Inspector of Election that the votes have been counted and that the preliminary results of the voting are as follows. The nominees for election for the Board of Directors has been duly elected. The appointment of Ernst & Young LLP as independent registered certified public accounting firm for the fiscal year ending January 1, 2021 has been ratified. And the company's executive compensation for the 2019 fiscal year has been approved. The final results of the voting on these items will be reported in our Form 8-K filing by the company within 4 business days after the final voting results are tabulated. Mr. Chairman?

Thank you. The 2020 Annual General Meeting of Shareholders is adjourned. Thank you for joining us. I will now turn today's meeting back to our operator.

Thank you, Mr. Abu-Ghazaleh. Today's webcast has concluded. You may disconnect at this time.