Del Monte Corporation (FDP) Earnings Call Transcript & Summary

Welcome to Fresh Del Monte Produce's 2021 Virtual Annual General Meeting of Shareholders. Today's Annual General Meeting is being broadcast live over the Internet and is being recorded. For opening remarks, 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 2021 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 moderating today's call. Today's annual meeting is being broadcast live over the Internet, and we thank you for your participating in the virtual meeting. I hope you had a chance to review the annual report and the proxy statement. If not, they are available at envisionreports.com/FDP or at 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 Q&A 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. [Operator Instructions] 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 site. 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. Go ahead, Mr. Abu-Ghazaleh.

Thank you, Mrs. Cannella. Good morning, and welcome to the 2021 Virtual Annual General Meeting of Shareholders of Fresh Del Monte Produce. As Ms. Cannella mentioned, I am Mohammad Abu-Ghazaleh, Chairman of the Board and Chief Executive Officer of Fresh Del Monte Produce. And I will be presiding at this virtual meeting. I want to open by thanking all of you who have joined us today. 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 today via telephone, our directors: Amir Abu-Ghazaleh and Ahmad Abu-Ghazaleh; and our independent directors, Charles Beard, Jr., Mary Ann Cloyd, John Dalton and Michael Berthelot, our Lead Director. Also present, our Independent Director nominees, Kristen Colber-Baker and Lori Tauber Marcus. Mr. Dalton is retiring from the Board effective as of this meeting. On behalf of the Board, I would like to thank Mr. Dalton for his 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; and Marlene Gordon, Senior Vice President, Chief Administrative Officer and General Counsel. Mrs. Gordon will serve as Secretary of today's 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. Consuelo Galicia, a representative of Computershare is also on today's call. Mrs. Galicia has been appointed to act as the Inspector of Elections for today's meeting. Alan Garcia, partner at Assurance Services with Ernst & Young, is also present via telephone at today's meeting, is available to respond to appropriate questions. The inspector of elections 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 10, 2021 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. The shareholders' list shows that of 47,404,107 ordinary shares of the company are entitled to vote at this meeting. We are informed by Consuelo Galicia, Inspector of Election, that there are represented in person or by proxy 45,555,811 ordinary shares of common stock or approximately 96% of all of 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 3 directors to serve a 3-year term expiring at the Annual General Meeting of Shareholders in 2024 and 1 director nominee for a 2-year term expiring at the Annual General Meeting of Shareholders in 2023. The Board of Directors recommends a vote for the election of the following director nominees; Ahmad Abu-Ghazaleh, Kristen Colber-Baker, Lori Tauber Marcus and myself, Mohammad Abu-Ghazaleh. Proposal #2, ratification of the appointment of Ernst & Young LLP as independent registered certified public accounting firm for the 2021 fiscal year. The Board of Directors recommends a vote for the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year 2021. Proposal #3, approval by an advisory nonbinding Board of the executive compensation of our named executive officers as disclosed in the proxy statement for the 2020 fiscal year. The Board of Directors recommends a vote for the approval of the company's executive compensation. Proposal #4, approval and adoption of the Second Amended and Restated Memorandum and Articles of Association. The Board of Directors recommends a vote for the approval of the company's Amended and Restated Memorandum and Articles of Association. I will now turn the call over to Christine Cannella to begin the questions-and-answer session regarding the proposals. Ms. Cannella?

[Operator Instructions] 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 2020 annual report on Form 10-K. Mr. Chairman, at this time, there are no questions.

This concludes the question-and-answer session of Fresh Del Monte Produce Virtual Annual Meeting. The inspector of election will now look for any outstanding votes that may have been cast during the meeting. [Voting]

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 elections -- 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 to the Board of Directors have been duly elected; the appointment of Ernst & Young as independent registered certified public accounting firm for the 2021 fiscal year has been ratified; the company's executive compensation for the 2020 fiscal year has been approved; and the adoption of the company's Second Amended and Restated Memorandum and Articles of Association did not receive the required votes. The final results of the voting on these items will be reported in a Form 10 -- 8-K by the company within 4 businesses after the final voting results are tabulated.

Thank you. The 2021 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.