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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): November 29, 2023

__________________________________________________________________________________________________________

FRESH DEL MONTE PRODUCE INC.

(Exact Name of Registrant as Specified in Charter)

__________________________________________________________________________________________________________


Cayman Islands	333-07708	N/A
(State or Other Jurisdiction of Incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary Shares, $0.01 Par Value Per Share	FDP	New York Stock Exchange

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. ☐

Item 5.02 Departure of Directors or Certain Oﬃcers; Election of Directors; Appointment of Certain Oﬃcers; Compensatory Arrangements of Certain Oﬃcers.

(d)

On December 4, 2023, Fresh Del Monte Produce Inc. (the “Company”) announced the appointment of Ajai Puri as a Class III director to the Company’s Board of Directors (the “Board”) for a term expiring at the 2024 Annual Meeting of Shareholders, effective February 19, 2024.

Upon joining the Board, Dr. Puri will participate in the standard non-employee director compensation arrangements described under the heading “Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A for the Company’s 2023 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 24, 2023.

The Board has determined that Dr. Puri qualifies as an independent director under the listing standards of the New York Stock Exchange. Upon joining the Board, Dr. Puri will serve on the Audit Committee and the Governance Committee of the Board.

There are no arrangements or understandings between Dr. Puri and any other persons with respect to his appointment as a director. Neither Dr. Puri nor any immediate family member of Dr. Puri has been a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 - Regulation FD Disclosure.

On December 4, 2023, the Company issued a press release announcing the appointment of Dr. Puri to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated December 4, 2023

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.

Fresh Del Monte Produce Inc.

Date:

December 4, 2023

/s/ Monica Vicente

Monica Vicente

Senior Vice President and Chief Financial Officer

EX-99.1 2 exhibit991.htm EX-99.1 Document

EXHIBIT 99.1

Fresh Del Monte Produce Inc. Names New Independent Board Member

Respected Food and Beverage Industry Veteran Joins Team, Bolstering Company’s Commitment to Innovation

CORAL GABLES, Fla.--(BUSINESS WIRE)-- Fresh Del Monte Produce Inc. (NYSE: FDP) today announced the appointment of Ajai Puri, a seasoned expert with decades of experience in the food and beverage industry, to its board of directors, effective February 19, 2024.

“Dr. Puri has an extensive background in the food and beverage industry and years of global R&D, innovation, supply chain development, and consumer marketing experience,” said Mohammad Abu-Ghazaleh, Fresh Del Monte Chairman and Chief Executive Officer. “We are excited to welcome him as part of our team and believe he will bring beneficial insights to our company as we continue to push innovation forward.”

Dr. Puri has held board member roles at several publicly-traded and privately-held companies in the food, beverage, and agricultural industries. Currently he is an active board member at Britannia Industries Ltd. (India), India’s largest independent food company; Olam Group Limited (Singapore), a leading global food and agriculture business; and IMI plc (U.K.), a specialist engineering and technology group. Additionally, Dr Puri serves as a board member at privately-held Califia Farms LP, a leading plant-based milks company. As part of his executive career, Ajai spent over 20 years at Minute Maid (part of The Coca-Cola Company) where he played an integral role in building the company’s global juice platform with products like Simply Orange™ and Minute Maid Pulpy™.

Dr. Puri holds a B.S. from the University of Agricultural Sciences, Bangalore, India; a M.S. from the Central Food Technological Research Institute, Mysore, India; an M.B.A. from the Crummer Business School, Rollins College; and a Ph.D. in Food Science from the University of Maryland.

About Fresh Del Monte Produce Inc.

Fresh Del Monte Produce Inc. is one of the world’s leading vertically integrated producers, marketers, and distributors of high-quality fresh and fresh-cut fruit and vegetables, as well as a leading producer and distributor of prepared food in Europe, Africa, and the Middle East. Fresh Del Monte Produce Inc. markets its products worldwide under the DEL MONTE® brand (under license from Del Monte Foods, Inc.), a symbol of product innovation, quality, freshness, and reliability for over 135 years. The company also markets its products under the MANN™ brand and other related trademarks. Fresh Del Monte Produce Inc. is not affiliated with certain other Del Monte companies around the world, including Del Monte Foods, Inc., the U.S. subsidiary of Del Monte Pacific Limited, Del Monte Canada, or Del Monte Asia Pte. Ltd. Fresh Del Monte Produce Inc. is the first global marketer of fruits and vegetables to commit to the “Science Based Targets” initiative. In 2022 and 2023, Fresh Del Monte Produce was ranked as one of “America’s Most Trusted Companies” by Newsweek based on an independent survey rating companies on three different touchpoints, including customer trust, investor trust, and employee trust. The company was also named a Humankind 100 Company for two consecutive years by Humankind Investments, which recognizes companies that substantially impact areas such as access to food and clean water, healthcare, and digital services. Fresh Del Monte Produce Inc. is traded on the NYSE under the symbol FDP.

Forward-Looking Information

This press release contains certain forward-looking statements regarding the intent, beliefs or current expectations of the Company. These statements include statements that are preceded by, followed by or include the words “believes”, “expects”, “anticipates”, “may” or similar expressions with respect to various matters. Specifically, this press release contains forward-looking statements regarding the Company’s belief that appointing industry experts will foster innovation. It is important to note that these forward-looking statements are not guarantees of future performance and involve risks and uncertainties. In addition, these forward-looking statements and the information in this press release are qualified in their entirety by cautionary statements and risk factor disclosures contained in the Company’s Securities and Exchange Commission filings, including the Company’s most recently filed Annual Report on Form 10-K. All forward-looking statements in this press release are based on information available to us on the date hereof, and we assume no obligation to update such statements.

Monica Vicente
Senior Vice President and Chief Financial Officer
mvicente@freshdelmonte.com
305-520-8433

Source: Fresh Del Monte Produce Inc.