Del Monte Foods Co
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SECURITIES AND EXCHANGE COMMISSION FORM DEF 14A Definitive proxy statements Filing Date: 2010-08-16 | Period of Report: 2010-09-23 SEC Accession No. 0001193125-10-189905 (HTML Version on secdatabase.com) FILER DEL MONTE FOODS CO Mailing Address Business Address ONE MARKET @ THE ONE MARKET @ THE CIK:866873| IRS No.: 133542950 | State of Incorp.:DE | Fiscal Year End: 0501 LANDMARK LANDMARK Type: DEF 14A | Act: 34 | File No.: 001-14335 | Film No.: 101018516 SAN FRANCISCO CA 94105 C/O DEL MONTE CORP SIC: 2033 Canned, fruits, veg, preserves, jams & jellies SAN FRANCISCO CA 94105 415-247-3000 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.14a-12 Del Monte Foods Company (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): þ No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2. Aggregate number of securities to which transaction applies: 3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1. Amount Previously Paid: 2. Form, Schedule or Registration Statement No.: 3. Filing Party: 4. Date Filed: Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents DEL MONTE FOODS COMPANY One Market @ The Landmark San Francisco, California 94105 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held September 23, 2010 Important Notice regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September 23, 2010 The Proxy Statement and Annual Report to Stockholders are available at http://bnymellon.mobular.net/bnymellon/dlm Dear Stockholder: You are invited to attend the 2010 Annual Meeting of Stockholders of Del Monte Foods Company, a Delaware corporation (the Company). The annual meeting will be held on Thursday, September 23, 2010 at 10:00 a.m. Pacific Time at the Hyatt Regency San Francisco, Five Embarcadero Center, San Francisco, California 94111 for the following purposes: 1. To elect Victor L. Lund, Joe L. Morgan and David R. Williams as directors to hold office for one-year terms; 2. To approve the amendment and restatement of the Del Monte Foods Company Certificate of Incorporation to eliminate supermajority voting provisions; 3. To ratify the appointment of KPMG LLP as Del Monte Foods Companys independent registered public accounting firm for its fiscal year ending May 1, 2011; and 4. To conduct any other business properly brought before the annual meeting or any adjournments or postponements of the annual meeting. These items of business are more fully described in the Proxy Statement accompanying this Notice. YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES AND IN FAVOR OF THE OTHER PROPOSALS OUTLINED IN THE ACCOMPANYING PROXY STATEMENT. The record date for the 2010 Annual Meeting of Stockholders is July 29, 2010. Only stockholders of record at the close of business on that date may vote at the annual meeting or any adjournment thereof. By Order of the Board of Directors, James Potter General Counsel and Secretary San Francisco, California August 16, 2010 You are invited to attend the annual meeting in person. Whether or not you expect to attend the annual meeting, please complete, date, sign and return the enclosed proxy card (or vote via the internet or by telephone) as promptly as possible in order to ensure your representation at the annual meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the annual meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the annual meeting, you must obtain a proxy issued in your name from the record holder of your shares. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Attendance at the 2010 Annual Meeting of Stockholders will be limited to stockholders of record, beneficial owners of shares entitled to vote at the meeting who have evidence of such ownership, a duly appointed proxy holder with the right to vote on behalf of an absent stockholder and invited guests of the Company. Any person claiming to be the proxy holder of an absent stockholder must, upon request, produce written evidence of such authorization. If you wish to attend the annual meeting but your shares are held in the name of a broker, bank or other nominee, you should bring with you a proxy or letter from the broker, bank or nominee as evidence of your beneficial ownership of the shares. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Page Questions and Answers about this Proxy Material and Voting 1 Important Information Regarding Delivery of Proxy Materials 5 Proposal 1 7 Election of Directors 7 Qualifications of Members of our Board of Directors 8 Board Meetings and Committees 13 Audit Committee 13 Compensation Committee 14 Nominating and Corporate Governance Committee 15 Corporate Governance 17 The Boards Role in Risk Oversight 17 Corporate Governance Guidelines; Non-Employee Director Stock Ownership 17 Director Attendance at the Annual Meeting of Stockholders 18 Independence of the Board of Directors 18 Board Leadership and our Independent Lead Director; Executive Sessions of Independent Directors 19 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Communications with the Board of Directors 20 Code of Ethics 20 Nomination Process 20 Review, Approval or Ratification of Transactions with Related Persons 22 Director Compensation 24 Fiscal 2010 Director Compensation 24 Proposal 2 30 Amendment and Restatement of the Certificate of Incorporation To Eliminate Supermajority Voting Provisions 30 Proposal 3 31 Ratification of Appointment of Independent Registered Public Accounting Firm 31 Auditors Fees 31 Policies and Procedures Relating to Approval of Services by Auditor 32 Report of the Audit Committee 32 Ownership of Del Monte Foods Company Common Stock 34 Section 16(a) Beneficial Ownership Reporting Compliance 37 Executive Officers 38 Executive Compensation 40 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Compensation Discussion and Analysis 40 Report of the Compensation Committee 55 Compensation Risk Assessment 56 Summary Compensation Table 57 Fiscal 2010 Grants of Plan-Based Awards 62 Outstanding Equity Awards at Fiscal 2010 Year End 65 Fiscal 2010 Option Exercises and Stock Vested 68 Fiscal 2010 Pension Benefits 70 Fiscal 2010 Nonqualified Deferred Compensation 75 Potential Payments upon Employment Termination and Change-of-Control Events 83 Equity Compensation Plan Information 94 Householding of Proxy Materials 95 Other Matters 95 Proposed Amended and Restated Certificate of Incorporation Annex A Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents DEL MONTE FOODS COMPANY One Market @ The Landmark San Francisco, California 94105 PROXY STATEMENT FOR THE 2010 ANNUAL MEETING OF STOCKHOLDERS QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING Why am I receiving these materials? We sent you this proxy statement and the enclosed proxy card because the Board of Directors of Del Monte Foods Company (sometimes referred to as we, us, our, the Company or Del Monte) is soliciting your proxy to vote at the 2010 Annual Meeting of Stockholders and at any adjournment or postponement thereof. The annual meeting will be held on Thursday, September 23, 2010 at 10:00 a.m. Pacific Time at the Hyatt Regency San Francisco, Five Embarcadero Center, San Francisco, California 94111. You are invited to attend the annual meeting and we request that you vote on the proposals described in this proxy statement. However, you do not need to attend the annual meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card. The Company intends to mail this proxy statement and accompanying proxy card on or about August 17, 2010 to all stockholders of record entitled to vote at the annual meeting. Who can vote at the annual meeting? Only stockholders of record at the close of business on July 29, 2010 will be entitled to vote at the annual meeting. On this record date, there were 194,577,470 shares of common stock outstanding and entitled to vote.