Calavo Growers Shareholders Approve Mission Produce Merger in Special Meeting Vote

Key Points

• Merger approved: Calavo Growers shareholders voted to approve the company’s proposed merger agreement with Mission Produce, Inc. at a special meeting on April 28, 2026, providing the requisite vote to adopt the merger.
• Executive compensation proposal failed: Shareholders did not approve the non‑binding, advisory vote on compensation for Calavo’s named executive officers in connection with the merger.
• Results preliminary: The announced outcomes are preliminary and subject to certification by the inspector of elections, with a final tally to be published in a Form 8‑K filed with the SEC.

Calavo Growers NASDAQ: CVGW shareholders voted to approve the company’s proposed merger agreement with Mission Produce, Inc. at a special meeting held April 28, 2026, according to preliminary voting results announced during the meeting.

At the virtual meeting, Calavo President and CEO John Lindeman opened the event by introducing the company’s board and executive officers in attendance, including Board Chair Kathleen Holmgren, CFO James Snyder, and Executive Vice President of Fresh Foods Ron Araiza. Holmgren then called the meeting to order and outlined the voting procedures and agenda.

Meeting setup and voting process

Holmgren said the polls opened at 2:00 p.m. Pacific Time and remained open until after the proposals were presented. She noted that shareholders needed a control number to vote and submit questions through the online portal, and asked participants to limit themselves to one question under the meeting’s rules of conduct.

Holmgren also stated that the board set March 16, 2026, as the record date to determine shareholders eligible to vote. She referenced an affidavit of distribution from Broadridge Financial Solutions indicating that meeting materials—including the notice of meeting, proxy statement, and proxy card—were mailed commencing on or about March 20, 2026, to shareholders of record as of March 16. The affidavit was to be included in the formal minutes.

Holmgren appointed Christel Pauli of American Election Services as inspector of election, stating that Pauli had signed the customary oath of office to perform duties with “strict impartiality.”

According to the inspector’s report cited by Holmgren, Calavo had 17,874,079 issued and outstanding shares eligible to vote as of the record date. Holmgren said a majority of shares entitled to vote were present virtually or by proxy, establishing a quorum for the special meeting.

Three proposals presented

Holmgren said shareholders were asked to vote on three proposals, each recommended for approval by Calavo’s board of directors for the reasons set forth in the proxy statement:

• Proposal 1: Approval of the agreement and plan of merger dated Jan. 14, 2026, by and among Calavo, Mission Produce, Inc., Cantaloupe Merger Sub I, Inc., and Cantaloupe Merger Sub II, LLC. Holmgren said the structure contemplated Merger Sub I merging with and into Calavo, with Calavo surviving the first merger.
• Proposal 2: A non-binding, advisory vote to approve compensation that “will or may become payable” to Calavo’s named executive officers in connection with the merger-related transactions.
• Proposal 3: Approval to adjourn the special meeting to a later date if necessary or appropriate to solicit additional proxies in favor of Proposal 1 if there was not sufficient support at the time to approve the merger.

No shareholder questions submitted

After the proposals were presented, the operator said there were “no questions germane to the business of the meeting” submitted through the portal under the stated rules of conduct.

Preliminary results: merger approved; executive compensation proposal fails

Following a final voting window, Holmgren closed the polls at 2:08 p.m. Pacific Time. The operator then reported preliminary results from the inspector of elections.

Under the preliminary tally, shareholders approved Proposal 1, providing the requisite vote to adopt the merger agreement. Shareholders did not approve Proposal 2, as the operator said the requisite vote was not received for the advisory compensation proposal. Shareholders also approved Proposal 3, though the operator noted that because Proposal 1 passed, “no adjournment…to solicit additional proxies is necessary.”

The operator emphasized that the results announced were preliminary and subject to certification by the inspector of elections. The operator said a final report and certification would be made available and that a full tally of votes cast would be published in a Form 8-K to be filed with the Securities and Exchange Commission.

Holmgren then adjourned the meeting, thanking shareholders for attending and for their support.

About Calavo Growers NASDAQ: CVGW

Calavo Growers, Inc NASDAQ: CVGW, founded in 1924 and headquartered in Santa Paula, California, is a global supplier and distributor of fresh avocados and perishable foods. The company partners with growers in key producing regions to source, ripen and package whole avocados for retail, wholesale and foodservice customers. Calavo's commitment to quality and food safety underpins its position as a trusted link between growers and end-markets.

The company operates two segments: Fresh and Calavo Foods.

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