AGM 2026

May 7, 2026

Welcome to the 2026 Annual Meeting of Stockholders for Darling Ingredients Inc. Our host for today's call is Randall C. Stuewe, Chairman of the Board and Chief Executive Officer. I will now turn the call over to your host. Mr. Stuewe, you may begin. Thank you. Good morning, everyone. My name is Randall Stuewe, and I'm the Chairman of the Board and Chief Executive Officer of Darling Ingredients. Today I'll act as chairman of this meeting, which I'd like to now call to order. On behalf of management and the Board of Directors, I'd like to welcome you to the 2026 Annual Meeting of Stockholders of Darling Ingredients, which this year will be completed via this virtual meeting. I am pleased to be joined here with my 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. Along with me also is Bob Day, our CFO, Nick Kemphaus, our General Counsel, and Martijn Van Steenpaal, our treasurer, Suann Guthrie, our Head of Investor Relations and Global Affairs. Also in attendance is Donatas Rutkauskas and Matt Chan, who's on behalf of KPMG, and Anita Gillespie, a representative of American Election Services, who has been appointed as Inspector of Election at this meeting. First off, let's start with a few housekeeping items. If you are a stockholder of record and you have not furnished or submitted a proxy card and wish to vote on these proposals or wish to revoke a proxy card you have previously signed, you may vote your shares at any time during this meeting by clicking on the Vote Here button on your screen. You will need the control number provided by the proxy card or on the proxy card or notice of availability of proxy materials that you received in order to vote your shares online. Following the official items of business, we have reserved a little time to answer questions related to the proposals brought forth at this meeting. We will only address questions relating to the proposals. If you have general questions regarding Darling Ingredients or its businesses, please contact Sue Ann at our Investor Relations department. You may ask a question by typing it in the box at the bottom of your screen at any time during this meeting. Now, let's turn our attention to today's business. I have an affidavit from Broadridge Financial Solutions, our proxy service provider, stating that the mailing of our annual proxy statement and proxy card commenced on March 19th, 2026 to our stockholders of record as of March 10th, 2026. In addition, the Inspector of Election has reported to me that a majority of the voting power of those shares is represented at this meeting by proxy. A quorum, therefore, is present, and I now declare that this meeting is lawfully convened and opened for official business. Mr. Kemphaus, were there any shareholder nominations or proposals for business for this meeting that were properly presented to the company in accordance with the SEC rules, Delaware law, or our bylaws? Mr. Chairman, none were filed. Thank you. I will now proceed with the matters to be voted on at this meeting. After describing each of the matters on the agenda to be voted on, I'll call for a vote, after which the inspector will announce the results of the vote. The first order of business, as described in the notice of this meeting and proxy statement, is to elect the directors of the company, the 10 nominees named in the proxy statement, to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified. The 10 nominees are Charles Adair, Robert Aspell, Larry Barden, Dr. Celeste Clark, Linda Goodspeed, Enderson Guimaraes, Randy Hill, Soren Schroeder, Kurt Stoffel, and myself, Randall C. Stuewe. Nominations for each of the 10 individuals were made by the company's nominating committee and approved by the board in accordance with the company's bylaws and the charter of the company's nominating committee. No other nominations have been properly presented. Accordingly, I declare the nominations closed. The second order of business, as described in the notice of this meeting and proxy statement, is the ratification of the selection of KPMG as our independent registered public accounting firm as the company's independent registered public accountant for this fiscal year ending January second, 2027. Is there a motion for this ratification? Mr. Chairman, my name is Nick Kemphaus. I'm a record holder of company shares. I move that the appointment of KPMG be ratified. Thank you. The third order of business, as described in the notice of this meeting and proxy statement, is an advisory vote to approve the executive compensation of our named executive officers as disclosed in the proxy. Is there a motion regarding the advisory vote on executive compensation? Mr. Chairman, my name is Nick Kemphaus. I move for an advisory vote regarding the compensation of our named executive officers as disclosed in the proxy statement. Thank you. The fourth order of business, as described in this notice of this meeting and proxy statement, is a vote to approve the company's 2026 Omnibus Incentive Plan as disclosed in the proxy statement. Is there a motion regarding the vote to approve the 2026 Omnibus Incentive Plan? Mr. Chairman, my name is Nick Kemphaus. I'm a record holder of company shares, I move for a vote to approve the 2026 Omnibus Incentive Plan. Once again, thank you. Seeing and being there are no other items of business on the agenda for action at this meeting, we will now pause to allow stockholders to finish voting. I now declare the polls officially closed. The votes have been tabulated, and the inspector will now read her report. Anita? Mr. Chairman, I've tabulated the votes and have the following preliminary report. With respect to the proposal to elect as directors the 10 nominees named in the proxy statement, each of the 10 nominees described in the proxy statement, namely, Charles Adair, Robert Aspell, Larry Barden, Celeste Clark, Linda Goodspeed, Enderson Guimaraes, Randy Hill, Soren Schroeder, Kurt Stoffel, and Randall C. Stuewe, have each received a majority of the votes cast at this meeting with respect to that nominee's election. With respect to the proposal to ratify the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending January 2, 2027, such proposal received a vote of at least a majority of the outstanding shares entitled to vote that are present with respect to such ratification. With respect to the proposal to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement, such proposal received a vote of at least a majority of the outstanding shares entitled to vote that are present with respect to such approval. With respect to the proposal to approve the 2026 Omnibus Incentive Plan as disclosed in the proxy statement, such proposal received a vote of at least a majority of the outstanding shares entitled to vote that are present with respect to such approval. The full details of the votes cast are contained in my written final report. Thank you, Anita. In view of the report of the inspector, I hereby declare that Messrs. Charles Adair, Robert Aspell, Larry A. Barden, Enderson Guimaraes, Randy Hill, Soren Schroeder, Kurt Stoffel, Celeste A. Clark, Linda Goodspeed, and myself, Randall C. Stuewe, are elected to the office of director. Secondly, that the selection of KPMG as the company's independent registered public accountant for the fiscal year ending January 2, 2027, has been ratified by the stockholders. Third, that the stockholders have approved on an advisory basis the compensation of our named executive officers as disclosed in the proxy. Fourthly, that the stockholders have approved the 2026 Omnibus Incentive Plan. The written report of the inspector may be examined at any time by any stockholder. The report will be filed with the records of the minutes of this meeting. There being no other business to come before the meeting, I declare the business portion of this meeting concluded. At this point, I'd be happy to take any questions regarding the proposals. There being no questions submitted or there being no more questions, I would like to conclude by, again, by thanking everyone for participating in today's meeting. Thank you for your continued support of Darling Ingredients. This meeting is now adjourned. This concludes today's meeting. Thank you for attending. You may now disconnect and have a great rest of your day.