8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 2, 2022

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FRESH DEL MONTE PRODUCE INC.

(Exact Name of Registrant as Specified in Charter)

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c/o H&C Corporate Services Limited

P.O. Box 698, 4th Floor, Apollo House, 87 Mary Street

George Town, Grand Cayman, KY1-1107

Cayman Islands

(Address of Registrant's Principal Executive Office)

(305) 520-8400

(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:

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

On June 2, 2022, Fresh Del Monte Produce Inc. ("the Company") held its virtual Annual General Meeting of Shareholders (the "Annual Meeting"). A total of 44,922,302 Ordinary Shares, or 94% of the Ordinary Shares issued and outstanding as of the April 8, 2022 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 April 22, 2022. The results were as follows:

Proposal 1

The shareholders approved the election of three director nominees for a three-year term expiring at the 2025 Annual General Meeting of Shareholders.

Proposal 2

The shareholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2022 fiscal year.

Proposal 3

The shareholders approved, by non-binding, advisory vote, the compensation of our named executive officers in 2021.

Proposal 4

The shareholders approved and adopted the Second Amended and Restated Memorandum and Articles of Association of the Company.

Proposal 5

The shareholders approved and adopted the 2022 Omnibus Share Incentive Plan of the Company.

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.