Darling Ingredients Investors Back All Proposals at Annual Meeting

Key Points

• Darling Ingredients shareholders approved all proposals at the company’s 2026 Annual Meeting, including the election of directors, auditor ratification, advisory executive pay approval, and the 2026 Omnibus Incentive Plan.
• All 10 board nominees were elected to serve until the next annual meeting, and KPMG LLP was ratified as the company’s independent auditor for the fiscal year ending Jan. 2, 2027.
• Shareholders also gave advisory approval to executive compensation and approved the incentive plan, with the company noting that no shareholder questions were submitted during the meeting.

Darling Ingredients NYSE: DAR stockholders approved all proposals presented at the company’s 2026 Annual Meeting of Stockholders, including the election of directors, ratification of the company’s auditor, an advisory vote on executive compensation and approval of the 2026 Omnibus Incentive Plan.

The virtual meeting was chaired by Randall C. Stuewe, Darling Ingredients’ chairman of the board and chief executive officer. Stuewe said the meeting had been properly convened after the company received confirmation that a majority of the voting power of the shares was represented by proxy, establishing a quorum.

Stuewe was joined by fellow directors and director nominees Charles Adair, Robert Aspell, Larry Barden, Dr. Celeste Clark, Linda Goodspeed, Enderson Guimaraes, Randy Hill, Soren Schroeder and Kurt Stoffel. Also in attendance were Bob Day, the company’s chief financial officer; Nick Kemphaus, general counsel; Martijn Van Steenpaal, treasurer; and Suann Guthrie, head of investor relations and global affairs. Representatives of KPMG and American Election Services also attended, with Anita Gillespie serving as inspector of election.

Board Nominees Elected

Stockholders elected all 10 director nominees named in the proxy statement to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified. The nominees were Charles Adair, Robert Aspell, Larry Barden, Celeste Clark, Linda Goodspeed, Enderson Guimaraes, Randy Hill, Soren Schroeder, Kurt Stoffel and Randall C. Stuewe.

Stuewe said the nominations were made by the company’s nominating committee and approved by the board in accordance with Darling Ingredients’ bylaws and the nominating committee’s charter. Nick Kemphaus, the company’s general counsel, stated that no shareholder nominations or business proposals had been properly filed for the meeting under SEC rules, Delaware law or the company’s bylaws.

KPMG Ratified as Auditor

Stockholders also ratified the selection of KPMG LLP as Darling Ingredients’ independent registered public accounting firm for the fiscal year ending Jan. 2, 2027. Kemphaus, who identified himself as a record holder of company shares, moved for the appointment of KPMG to be ratified.

According to the preliminary report delivered by Anita Gillespie, the proposal received approval from at least a majority of the outstanding shares entitled to vote that were present with respect to the ratification.

Executive Pay and Incentive Plan Approved

Shareholders approved, on an advisory basis, the compensation of Darling Ingredients’ named executive officers as disclosed in the proxy statement. The vote is nonbinding but provides investors an opportunity to express their view on executive compensation practices outlined in the company’s proxy materials.

Stockholders also approved the company’s 2026 Omnibus Incentive Plan, as disclosed in the proxy statement. Gillespie reported that both the executive compensation proposal and the omnibus incentive plan proposal received approval from at least a majority of the outstanding shares entitled to vote that were present with respect to each matter.

No Questions Submitted

After the formal business concluded, Stuewe opened the meeting for questions related to the proposals presented. No questions were submitted, according to the transcript.

Stuewe thanked shareholders for their participation and continued support before adjourning the meeting. The inspector’s written report, containing full details of the votes cast, will be filed with the records of the meeting minutes, Stuewe said.

About Darling Ingredients NYSE: DAR

Darling Ingredients Inc NYSE: DAR is a global leader in converting edible and inedible bio-nutrient streams into sustainable food, feed ingredients, renewable fuels and specialty products. Founded in 1882 and headquartered in Irving, Texas, the company builds on more than a century of experience in animal rendering and by-product recycling. Over time, Darling has expanded its capabilities beyond traditional rendering to include advanced processing technologies that support a circular economy and reduce waste from food and agricultural industries.

The company's core operations revolve around four primary segments: Feed Ingredients & Services, Food & Nutrition, Fuel Ingredients & Services, and Specialty Ingredients.

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