株探米国株
英語
エドガーで原本を確認する
0000916540false00009165402024-05-072024-05-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
      
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 7, 2024
DARLING INGREDIENTS INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware 001-13323 36-2495346
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
            5601 N. MacArthur Blvd., Irving, Texas 75038                    
                (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 717-0300                

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 (see General Instruction A.2. below):
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock $0.01 par value per share DAR New York Stock Exchange (“NYSE”)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐

1


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

At the annual meeting of stockholders of Darling Ingredients Inc. (the "Company") held on May 7, 2024, the stockholders elected the Company's Board of Directors and voted upon four Board proposals contained within the Company's Proxy Statement dated March 21, 2024.


The Board nominees were elected with the following vote:


Nominee For Against Abstentions Broker Non-Votes
Randall C. Stuewe 128,722,293 9,797,195 64,727 6,069,072
Charles Adair 133,751,921 4,767,731 64,563 6,069,072
Beth Albright 136,794,138 1,723,785 66,292 6,069,072
Larry A. Barden 135,338,313 3,182,038 63,864 6,069,072
Celeste A. Clark 136,027,598 2,489,738 66,879 6,069,072
Linda Goodspeed 134,656,000 3,872,754 55,461 6,069,072
Enderson Guimaraes 135,575,874 2,919,647 88,694 6,069,072
Gary W. Mize 129,353,178 8,642,116 588,921 6,069,072
Michael E. Rescoe 134,946,422 3,574,240 63,553 6,069,072
Kurt Stoffel 137,004,917 1,519,552 59,746 6,069,072

The stockholders voted on the following proposals and cast their votes as described below:

Board proposal to ratify the selection of KPMG LLP, independent registered public accounting firm, as the Company’s independent registered public accountant for the fiscal year ending December 28, 2024:

For Against Abstentions Broker Non-Votes
125,916,509 18,673,898 62,880

Board proposal to approve, on an advisory basis, the Company’s executive compensation:

For Against Abstentions Broker Non-Votes
130,719,101 7,647,312 217,802 6,069,072


Board proposal to approve amendments to the Company’s Restated Certificate of Incorporation (the “Charter”) to include officer exculpation:

For Against Abstentions Broker Non-Votes
113,978,811 24,513,372 92,032 6,069,072


Board proposal to approve amendments to the Company’s Charter to clarify, streamline and modernize the Charter:

For Against Abstentions Broker Non-Votes
138,397,705 106,173 80,337 6,069,072


2


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.

  
 
  DARLING INGREDIENTS INC.  
       
Date:  May 8, 2024 By: /s/ John F. Sterling  
    John F. Sterling  
    Executive Vice President,
General Counsel
 

3