Mission Produce Stockholders OK Share Issuance for Calavo Growers Merger at Special Meeting

Key Points

• At a virtual special meeting on April 28, 2026, stockholders approved the issuance of Mission Produce common stock to effect the planned mergers with Calavo Growers under the Jan. 14, 2026 agreement ( Proposal 1 passed ).
• The board-recommended Proposal 2 to adjourn if needed also passed, though it was not required after Proposal 1; preliminary results will be certified and the final vote tally will be filed on Form 8-K.

Mission Produce NASDAQ: AVO stockholders approved two proposals at a special meeting held virtually on April 28, 2026, including a measure related to issuing shares in connection with mergers contemplated in an agreement involving Calavo Growers.

Meeting overview and leadership

John Pawlowski, Chief Executive Officer of Mission Produce, opened the event and introduced the company’s board and executive officers participating in the meeting. Pawlowski introduced Executive Chairman Steve Barnard and directors Laura Flanagan, Luis Gonzalez, J. Pak, Bruce Taylor, Linda Segre, Tony Sarsam, Michael Sims, and Doug Stone.

Pawlowski also introduced the company’s executive officers present: Bryan Giles, Chief Financial Officer, and Joanne Wu, Chief Legal Officer and Corporate Secretary. Wu served as secretary of the meeting, while Barnard acted as chair.

Barnard said Deloitte & Touche, the company’s independent public accounting firm, was represented at the meeting by Brian Nussbaum.

Record date, voting rules, and quorum

Barnard formally called the meeting to order and outlined voting procedures for the virtual format, including that only stockholders logged in using a 16-digit control number could vote and submit questions. The board set March 16, 2026 as the record date to determine stockholders entitled to vote.

Barnard said an affidavit of distribution from Broadridge Financial Solutions would be filed with the meeting minutes, certifying that beginning on or about March 20, 2026, notice of the meeting, the proxy statement, and proxy card were mailed to stockholders of record as of March 16, 2026.

Richard L. Laza Jr. of Broadridge was appointed Inspector of Election and, according to Barnard, signed an oath to execute his duties impartially. The Inspector of Election reported that as of the record date there were 70,846,364 issued and outstanding shares of Mission Produce common stock eligible to vote at the meeting. Barnard said a majority of the voting power was represented in person (virtually) or by proxy, establishing a quorum.

Proposals presented to stockholders

Stockholders considered two proposals, both recommended for approval by Mission Produce’s board of directors:

• Proposal 1: Approval of the issuance of shares of Mission Produce common stock in the mergers contemplated by the “agreement and planned merger” dated Jan. 14, 2026, by and among Mission Produce, Cantaloupe Merger Sub I, Inc., Cantaloupe Merger Sub II, LLC, and Calavo Growers.
• Proposal 2: Approval of an adjournment of the meeting to solicit additional proxies if there were insufficient votes to approve Proposal 1.

Questions and voting process

After the proposals were presented, Wu reviewed the rules governing stockholder questions and said only properly logged-in stockholders could submit questions through the portal. She said no questions were submitted.

The polls opened at 2:00 p.m. Pacific Time and remained open until after the proposals were presented. Stockholders who had not previously voted were directed to vote using the web portal. The company paused briefly before closing the polls. Barnard announced the polls were closed shortly after 2:05 p.m. Pacific Time.

Preliminary results: both proposals approved

Wu reported preliminary results provided by the Inspector of Election. She said Proposal 1 received votes in favor from at least a majority of the shares present (virtually) or by proxy and entitled to vote at the meeting, and therefore passed. She also said Proposal 2 similarly received approval from at least a majority of shares present or by proxy and entitled to vote, and therefore passed.

Because Proposal 1 passed, Wu said no adjournment to solicit additional proxies was necessary. She noted the results were preliminary and that a final report and certification from the Inspector of Election would be made available after certification of the preliminary report.

Wu said a full vote tally would be published in a current report on Form 8-K to be filed with the Securities and Exchange Commission, and that the final results would be filed with and made part of the meeting’s formal minutes.

Barnard adjourned the meeting after thanking stockholders for attending and for their support.

About Mission Produce NASDAQ: AVO

Mission Produce, Inc is a leading global supplier, packer and distributor of fresh avocados, serving retail, foodservice and industrial customers. The company manages a vertically integrated supply chain that spans sourcing, post-harvest handling, packing and ripening. Through proprietary ripening technologies and cold-chain logistics, Mission Produce delivers consistent quality and extended shelf life for its avocado offerings.

Founded in 1983 and headquartered in Oxnard, California, Mission Produce grew from a regional packing operation into a publicly traded company listed on the Nasdaq under the ticker AVO.

This instant news alert was generated by narrative science technology and financial data from MarketBeat in order to provide readers with the fastest reporting and unbiased coverage. Please send any questions or comments about this story to contact@marketbeat.com.