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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

      

FORM 8-K

       

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported)

May 9, 2023

DARLING INGREDIENTS INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware			001-13323			36-2495346
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

            5601 N. MacArthur Blvd., Irving, Texas 75038                    

                (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 717-0300                

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock $0.01 par value per share			DAR			New York Stock Exchange			(“NYSE”)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐			Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Darling Ingredients Inc. (the "Company") held on May 9, 2023, the stockholders elected the Company's Board of Directors and voted upon three Board proposals contained within the Company's Proxy Statement dated March 23, 2023.

The Board nominees were elected with the following vote:

Nominee			For			Against			Abstentions			Broker Non-Votes
Randall C. Stuewe			131,025,052			10,093,671			51,286			4,088,964
Charles Adair			137,968,063			3,146,201			55,745			4,088,964
Beth Albright			138,160,480			2,961,820			47,709			4,088,964
Larry A. Barden			140,788,615			327,769			53,625			4,088,964
Celeste A. Clark			140,437,634			683,808			48,567			4,088,964
Linda Goodspeed			135,864,833			5,256,468			48,708			4,088,964
Enderson Guimaraes			137,980,156			3,139,248			50,605			4,088,964
Gary W. Mize			134,588,294			6,529,333			52,382			4,088,964
Michael E. Rescoe			138,903,880			2,213,554			52,575			4,088,964
Kurt Stoffel			140,736,729			304,583			128,697			4,088,964

The stockholders voted on the following proposals and cast their votes as described below:

Board proposal to ratify the selection of KPMG LLP, independent registered public accounting firm, as the Company’s independent registered public accountant for the fiscal year ending December 30, 2023:

For			Against			Abstentions			Broker Non-Votes
128,453,079			16,751,668			54,226			—

Board proposal to approve, on an advisory basis, the Company’s executive compensation:

For			Against			Abstentions			Broker Non-Votes
134,256,803			6,279,252			633,954			4,088,964

Board proposal to approve, on an advisory basis, the frequency of future advisory votes on executive compensation:

1 Year			2 Years			3 Years			Abstentions			Broker Non-Votes
137,109,254			82,991			3,894,536			83,228			4,088,964

In accordance with the Board’s recommendation and the voting results on this advisory proposal, the Board has determined that the Company will hold an advisory say on pay vote annually.

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

 

			DARLING INGREDIENTS INC.
Date:  May 10, 2023			By:			/s/ John F. Sterling
						John F. Sterling
						Executive Vice President, General Counsel

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