04/29/2026 | Press release | Distributed by Public on 04/29/2026 06:57
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At a special meeting of the shareholders (the "Calavo Special Meeting") held on April 28, 2026, the shareholders of Calavo Growers, Inc. ("Calavo") voted to approve the proposals as set forth below. The proposals are described in detail in Calavo's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on March 20, 2026. The voting results regarding each proposal, as determined by Calavo's Inspector of Election, are set forth below.
As of the close of business on March 16, 2026, the record date of the Calavo Special Meeting, there were 17,874,079 shares of common stock, par value $0.001 per share of Calavo (the "Calavo Common Stock"), outstanding, each of which was entitled to one vote on each proposal at the Calavo Special Meeting. At the Calavo Special Meeting, a total of 13,082,457 shares of Calavo Common Stock, representing approximately 73.19% of the outstanding shares of Calavo Common Stock entitled to vote, were present or represented by proxy, constituting a quorum to conduct business.
Proposal No. 1: To approve the Agreement and Plan of Merger, dated as of January 14, 2026 (the "Merger Agreement"), by and among Calavo, Mission Produce, Inc., a Delaware corporation ("Mission Produce"), Cantaloupe Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Mission Produce ("Merger Sub I"), and Cantaloupe Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Mission Produce ("Merger Sub II"), pursuant to which Merger Sub I will merge with and into Calavo ("First Merger"), with Calavo surviving the First Merger (the "Surviving Corporation") (such proposal, the "Merger Agreement Proposal").
The Merger Agreement Proposal was approved by the requisite vote of Calavo's shareholders.
|
Votes For |
Votes Against |
Abstentions |
||
| 12,110,759 | 960,154 | 11,544 |
Proposal No. 2: To approve, on a non-binding advisory basis, the compensation that will or may become payable by Calavo to its named executive officers in connection with the transactions contemplated by the Merger Agreement (such proposal, the "Merger-Related Compensation Proposal").
The Merger-Related Compensation Proposal was not approved by the requisite vote of Calavo's shareholders.
|
Votes For |
Votes Against |
Abstentions |
||
| 5,327,795 | 7,724,865 | 29,797 |
Adjournment of the Calavo Special Meeting was deemed unnecessary because there was a quorum present and there were sufficient votes at the time of the Calavo Special Meeting to approve the Merger Agreement Proposal.
Pursuant to the terms of the Merger Agreement, the completion of the proposed transaction remains subject to certain closing conditions including but not limited to Calavo and/or Mission Produce receiving the applicable regulatory approvals in Mexico and the expiration or termination of all applicable waiting periods (and any extensions thereof) applicable to the proposed transaction under the antitrust laws in Mexico, or Calavo and/or Mission having obtained all requisite clearances, consents and approvals pursuant thereto. Assuming timely satisfaction of the remaining customary closing conditions set forth in the Merger Agreement, the closing of the Mergers (as defined below) is expected to occur during the fiscal quarter ending July 31, 2026. Trading of Calavo's Common Stock, $0.001 par value per share ("Calavo Common Stock"), on the Nasdaq Global Select Market is expected to be halted before the opening of the market on the closing date, and upon the closing of the Mergers, Calavo Common Stock will be delisted from the Nasdaq Global Select Market.
Important Information About the Proposed Transaction and Where to Find It
On March 9, 2026, Mission Produce filed a registration statement on Form S-4 (as amended, the "Registration Statement") with the SEC, which includes a prospectus with respect to the shares of Mission Produce's common
stock to be issued in the First Merger and a joint proxy statement for Mission Produce's stockholders and Calavo's shareholders. On March 18, 2026, Mission Produce filed Amendment No. 1 to the Registration Statement. The Registration Statement was declared effective on March 20, 2026, and Mission Produce filed a final prospectus on March 20, 2026, and Calavo filed a definitive proxy statement on March 20, 2026 (together, the "Joint Proxy Statement/Prospectus"). Mission Produce commenced mailing the Joint Proxy Statement/Prospectus to its stockholders and Calavo commenced mailing the Joint Proxy Statement/Prospectus to its shareholders on or about March 25, 2026. Each of Calavo and Mission Produce may also file with or furnish to the SEC other relevant documents regarding the "Mergers," which refer to, collectively, the First Merger and such other merger to be consummated immediately following the First Merger, in which the Surviving Corporation will merge with and into Merger Sub II ("Second Merger," and together with the First Merger, the "Mergers"), with Merger Sub II surviving the Second Merger. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that Calavo may mail to its shareholders or Mission Produce may mail to its stockholders in connection with the Mergers.
INVESTORS AND SECURITY HOLDERS OF CALAVO AND MISSION PRODUCE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGERS OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING CALAVO, MISSION PRODUCE, THE MERGERS AND RELATED MATTERS.
Investors and security holders are able to obtain free copies of the Registration Statement and Joint Proxy Statement/Prospectus (if and when available) and other documents containing important information about Calavo, Mission Produce and the proposed transaction through the website maintained by the SEC at http://www.sec.gov. Copies of the Registration Statement and Joint Proxy Statement/Prospectus (if and when available) and other documents filed with the SEC by Calavo may be obtained free of charge on Calavo's website at www.ir.calavo.com/financial-information/sec-filings or, alternatively, by directing a request by mail to Calavo's Corporate Secretary at Attention: Corporate Secretary, Calavo Growers, Inc., 1141A Cummings Road, Santa Paula, CA 93060. Copies of the Registration Statement and Joint Proxy Statement/Prospectus (if and when available) and other documents filed with the SEC by Mission Produce may be obtained free of charge on Mission Produce's website at www.investors.missionproduce.com/financial-information/sec-filings or, alternatively, by directing a request by mail to Mission Produce's Corporate Secretary at Attention: Corporate Secretary, Mission Produce, 2710 Camino Del Sol, Oxnard, CA 93030.
Participants in the Solicitation
Calavo, Mission Produce and their respective directors and executive officers may be deemed to be participants in any solicitation of proxies in connection with the proposed transaction. Information about Calavo's directors and executive officers is available in Calavo's Annual Report on Form 10-K for the year ended October 31, 2025, as amended. Information about Mission Produce's directors and executive officers is available in Mission Produce's annual report on Form 10-K for the year ended October 31, 2025, and proxy statement for Mission Produce's 2026 Annual Meeting of Stockholders, which was filed with the SEC on February 24, 2026. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Registration Statement and Joint Proxy Statement/Prospectus, and all other relevant materials filed or to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the Registration Statement and Joint Proxy Statement/Prospectus carefully before making any voting or investment decisions.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.