Ladies and gentlemen, welcome to the special meeting of shareholders for Calavo Growers, Inc. I will now turn the line over to John Lindeman.
Thank you, and good afternoon, everyone. I'm excited to welcome you to the special meeting of shareholders. Before we call the meeting to order, I'd like to introduce the Board of Directors of Calavo, starting with our Chair, Kathleen Holmgren. In addition to Kathleen and myself, the other members of the board of directors are Steven Hollister, Farha Aslam, Marc Brown, Michael DiGregorio, J. Link Leavens, and Adriana Mendizabal. I'd also like to introduce the other executive officers of the company who are present with me here today. James Snyder, Chief Financial Officer, and Ron Araiza, Executive Vice President, Fresh Foods. James Snyder will act as secretary at today's meeting, and Kathleen Holmgren will act as chair of today's meeting. Kathleen will now call the meeting to order.
The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of special meeting and proxy statement. The polls opened today, April 28, 2026, at 2:00 P.M. Pacific Time for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the poll. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. On the virtual meeting webpage, you will find the agenda and the rules of conduct for today's meeting. Please review these rules carefully.
Note that only shareholders who are logged into the meeting using their control number located on their proxy card will be able to vote and submit questions at today's meeting. If you would like to submit a question, you may enter your question in the question and answer function on the webpage. You must include your name and, if applicable, organization with your question. Please limit yourself to one question. The Board of Directors have set the close of business on March 16th, 2026, as the record date for determination of the shareholders entitled to vote at this meeting.
We have an affidavit of distribution executed by a representative of Broadridge Financial Solutions, certifying that commencing on or about March 20, 2026, a notice of this meeting, the proxy statement, and the proxy card were mailed to Calavo shareholders as of record as of the close of business on March 16, 2026. This affidavit of distribution will be filed with and made a part of this meeting's formal minutes. At this time, I'd like to introduce Christel Pauli from American Election Services. The board of directors have authorized the appointment of an inspector of election for today's meeting, and I hereby appoint Christel Pauli to act as inspector of election. Christel has signed the customary oath of office to execute her duties with strict impartiality, and we will file this oath with the record of this meeting.
The inspector of elections has reported that as of the record date of March 16, 2026, there were 17,874,079 issued and outstanding shares of Calavo common stock eligible to be voted at this meeting. On such amount, a majority of shares of Calavo common stock issued and outstanding and entitled to vote at the meeting are present, including virtually by remote communication or by properly executed proxy. Accordingly, a quorum exists for this special meeting. I declare this meeting to be duly constituted, and we will now proceed with the formal business of this meeting. There are three proposals to be considered by Calavo shareholders at this meeting.
The first item of business, proposal number one, is the approval of the agreement and plan of merger dated as of January 14th, 2026, by and among Calavo, Mission Produce, Inc, a Delaware corporation, Cantaloupe Merger Sub I, Inc, a Delaware corporation and a wholly owned subsidiary of Mission Produce, and Cantaloupe Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Mission Produce, pursuant to which Merger Sub I will merge with and into Calavo, with Calavo surviving the first merger. For the reasons set forth in the proxy statement, the board of directors of Calavo have recommended that holders of shares of Calavo common stock vote in favor of proposal number one.
The second item of business, proposal number two, is an advisory non-binding proposal to approve the compensation that will or may become payable by Calavo to its named officers in connection with the transactions contemplated by the merger agreement. For the reasons set forth in the proxy statement, the board of directors of Calavo have recommended that holders of shares of Calavo common stock vote in favor of proposal number two. The third item of business, proposal number three, is the approval of the adjournment of this special meeting to a later date if necessary or appropriate to solicit additional proxies in favor of proposal one if there is not sufficient vote at such time such adjournment to approve proposal number one. The board of directors has recommended that holders of shares of Calavo common stock vote in favor of proposal number three.
We will now answer questions submitted through the portal.
Thank you, Kathleen. Please note that we will only be answering questions in accordance with the rules of conduct, and only shareholders who have logged into the meeting using their control number are able to submit a question through the question area of the web portal. I confirm there are no questions germane to the business of the meeting that have been submitted. Please proceed with the vote.
If you wish to vote and you have not already voted, please vote now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet. We will pause for approximately 30 seconds before the closing the voting polls. The time is now 2:08 P.M. Pacific Time. The polls are now closed for voting. James Snyder will now provide the report on voting results.
I'm informed by the Inspector of Elections that the preliminary results are as follows. For proposal number one, the requisite vote has been received and proposal number one has been approved. For proposal number two, the requisite vote has not been received and proposal number two has not been approved. For proposal number three, the requisite vote has been received and proposal number three has been approved. However, as proposal number one has been approved, no adjournment of this special meeting to solicit additional proxies is necessary. The results recited are preliminary on certification of the Inspector of Elections' preliminary report. A final report and certification of the Inspector of Elections will be made available. A full tally of the votes cast will be published by Calavo in a current report on form 8-K, which will be filed with the SEC.
I hereby direct that the final results, based on the final report and certification of the Inspector of Election, when available, be filed with and made a part of this meeting's formal minutes.
This concludes the special meeting. I wanna thank you for attending and for your support. This meeting is now adjourned.
This concludes today's special meeting. You may now disconnect.