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): April 11, 2024
(Exact name of Registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation or Organization) | (Commission file number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) | (Zip code) | |||||||||||||
Registrant’s telephone number, including area code: ( | ||||||||||||||
| (Former name or former address, if changed since last report.) | ||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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)) | |||||
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. | ☐ | ||||
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 11, 2024, Mission Produce, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), virtually on the Internet. A total of 58,224,820 shares of the Company’s common stock, representing approximately 82.18% of the 70,846,927 shares outstanding and entitled to vote as of the February 13, 2024 record date for the Annual Meeting, were represented, constituting a quorum.
Stockholders were asked to vote on four proposals set forth in our Proxy Statement dated February 22, 2024, which was filed with the Securities and Exchange Commission. The results of the voting at the Annual Meeting are set forth below:
Proposal 1— Election of Directors
| Shares Voted | |||||||||||
| Director Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Stephen A. Beebe | 40,237,617 | 7,811,882 | 10,175,321 | ||||||||
| Jay A. Pack | 46,245,351 | 1,804,148 | 10,175,321 | ||||||||
| Tony Bashir Sarsam | 47,937,042 | 112,457 | 10,175,321 | ||||||||
Proposal 2 — Advisory vote to approve the compensation of our named executive officers
| Shares Voted | |||||||||||
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 46,011,538 | 1,254,630 | 783,331 | 10,175,321 | ||||||||
Proposal 3 — Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024
| Shares Voted | ||||||||
| For | Against | Abstain | ||||||
| 58,199,705 | 23,873 | 1,242 | ||||||
Proposal 4 — Approval of an amendment to the Mission Produce, Inc. Amended and Restated Certificate of Incorporation to permit the exculpation of officers as provided for under Delaware law.
| Shares Voted | |||||||||||
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 47,250,263 | 797,009 | 2,227 | 10,175,321 | ||||||||
SIGNATURE
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.
| MISSION PRODUCE, INC. | ||
| /s/ Joanne C. Wu | ||
Joanne C. Wu | ||
| General Counsel and Secretary | ||
Date: April 11, 2024