Del Monte Corporation (FDP) Earnings Call Transcript & Summary

Welcome to Fresh Del Monte Produce 2022 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 Ana Miranda, Vice President, Global Financial Planning and Analysis & 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. Miranda.

Thank you, Olivia. Good morning, everyone, and welcome to Fresh Del Monte's Produce 2022 Virtual Annual General Meeting of Shareholders. As Olivia mentioned, I'm Ana Miranda, Vice President, Global Financial Planning and Analysis & 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 participating in the virtual meeting. I hope you've 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 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 the 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 electronically -- 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. Please go ahead, Mr. Abu-Ghazaleh.

Thank you, Ana, and good morning, and welcome to the 2022 Virtual Annual General Meeting of Shareholders of Fresh Del Monte Produce. As Ms. Miranda 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; Kristen Colber-Baker; Lori Tauber Marcus; and Michael Berthelot, our Lead Director. Other company officers in attendance via telephone are Mohammed Abbas, Executive Vice President and Chief Operating Officer; Monica Vicente, Senior Vice President and Chief Financial Officer; and Effie D. Silva, Senior Vice President and General Counsel. Ms. Silva 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 Ms. Ana Miranda, Vice President, Global FP&A and Investor Relations, with Fresh Del Monte Produce. Consuelo Galicia, a representative of Computershare, is also on today's call. Ms. 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. He is 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 April 8, 2022 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. Ms. Silva, do you have a report, please?

Yes. The shareholders' list shows that holders of 47,695,549 ordinary shares of the company are entitled to vote at this meeting. We are informed by Consuelo Galicia, inspector of the election, that there are represented in person or by proxy, 44,922,301 ordinary shares of common stock or approximately 94% of all 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 businesses 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 2025. The Board of Directors recommends a vote for the election of the following director nominees: Amir Abu-Ghazaleh, Mary Ann Cloyd and Charles Beard, Jr. Proposal #2, ratification of the appointment of Ernst & Young, LLP as independent registered certified public accounting firm for the 2022 fiscal year. The Board of Directors recommends a vote for the ratification of the appointment of Ernst & Young, LLP as company's independent registered public accounting firm for fiscal year 2022. Proposal #3, approval by nonbinding advisory vote of the compensation of our named executive officers as disclosed in the proxy statement for the 2021 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 Articles of Association. Proposal #5, approval and adoption of the 2022 Omnibus Share Incentive Plan. The Board of Directors recommends a vote for the approval of the company's 2022 Omnibus Share Incentive Plan. I will now turn the call over to Ms. Ana Miranda to begin the question-and-answer session regarding the proposals. Ms. Miranda?

Thank you. [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 2021 annual report on Form 10-K. Mr. Chairman, there are no questions.

Thank you, Ana. 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. 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?

Yes. 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 2022 fiscal year has been ratified; the company's executive compensation for the 2021 fiscal year has been approved; the adoption of the company's Second Amended and Restated Memorandum and Articles of Association has been approved; and the adoption of the company's 2022 Omnibus Share Incentive Plan has been approved. The final results of the voting on these items will be reported in a Form 8-K filing by the company within 4 business days after the final voting results are tabulated.

Thank you very much. The 2022 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. Ladies and gentlemen, today's webcast has concluded. You may disconnect at this time.