DARLING INGREDIENTS INC. Files DEF 14A

Ticker: DAR · Form: DEF 14A · Filed: Mar 21, 2024 · CIK: 916540

Darling Ingredients INC. DEF 14A Filing Summary
FieldDetail
CompanyDarling Ingredients INC. (DAR)
Form TypeDEF 14A
Filed DateMar 21, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$647.7 m, $3.99, $1.61 billion, $775.6 million, $321.2 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Darling Ingredients, Corporate Governance, Executive Compensation, SEC Filing

TL;DR

<b>Darling Ingredients Inc. files its DEF 14A with the SEC, detailing corporate governance and executive compensation information.</b>

AI Summary

DARLING INGREDIENTS INC. (DAR) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. Filing is a DEF 14A for Darling Ingredients Inc. (DAR). The filing covers the period ending May 7, 2024. The company's fiscal year ends on December 28. Darling Ingredients Inc. is incorporated in Delaware. The company's principal business address is in Irving, Texas.

Why It Matters

For investors and stakeholders tracking DARLING INGREDIENTS INC., this filing contains several important signals. This DEF 14A filing provides crucial information for shareholders regarding executive compensation, director nominations, and other corporate governance matters, enabling informed voting decisions. Understanding the details within this filing is essential for investors to assess the company's alignment with shareholder interests and its overall management structure.

Risk Assessment

Risk Level: low — DARLING INGREDIENTS INC. shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new financial performance data or significant strategic shifts.

Analyst Insight

Review the executive compensation details and director nominations to understand potential impacts on shareholder value and corporate strategy.

Key Numbers

Key Players & Entities

FAQ

When did DARLING INGREDIENTS INC. file this DEF 14A?

DARLING INGREDIENTS INC. filed this Proxy Statement (DEF 14A) with the SEC on March 21, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by DARLING INGREDIENTS INC. (DAR).

Where can I read the original DEF 14A filing from DARLING INGREDIENTS INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by DARLING INGREDIENTS INC..

What are the key takeaways from DARLING INGREDIENTS INC.'s DEF 14A?

DARLING INGREDIENTS INC. filed this DEF 14A on March 21, 2024. Key takeaways: Filing is a DEF 14A for Darling Ingredients Inc. (DAR).. The filing covers the period ending May 7, 2024.. The company's fiscal year ends on December 28..

Is DARLING INGREDIENTS INC. a risky investment based on this filing?

Based on this DEF 14A, DARLING INGREDIENTS INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new financial performance data or significant strategic shifts.

What should investors do after reading DARLING INGREDIENTS INC.'s DEF 14A?

Review the executive compensation details and director nominations to understand potential impacts on shareholder value and corporate strategy. The overall sentiment from this filing is neutral.

How does DARLING INGREDIENTS INC. compare to its industry peers?

Darling Ingredients Inc. operates in the fats and oils industry, a sector focused on processing and refining animal by-products and other organic materials.

Are there regulatory concerns for DARLING INGREDIENTS INC.?

This filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information related to proxy solicitations.

Industry Context

Darling Ingredients Inc. operates in the fats and oils industry, a sector focused on processing and refining animal by-products and other organic materials.

Regulatory Implications

This filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information related to proxy solicitations.

What Investors Should Do

  1. Analyze executive compensation packages and any proposed changes.
  2. Review director nominations and qualifications.
  3. Examine proposals submitted for shareholder vote.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a proxy statement and does not directly compare financial performance to a previous filing.

Filing Stats: 4,413 words · 18 min read · ~15 pages · Grade level 14.8 · Accepted 2024-03-21 17:00:59

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 28 Compensation Discussion and Analysis 28 Compensation Committee Report 48 2023 Summary Compensation Table 49 2023 Grants of Plan-Based Awards 50 Employment Agreements 51 2023 Outstanding Equity Awards at Fiscal Year-End 52 2023 Option Exercises and Stock Vested 53 Pension Benefits 54 Potential Payments upon Termination or Change of Control 55 Pay Ratio Disclosure 61 Pay vs. Performance Disclosure 62 Compensation of Directors 65

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 67

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 67

Security Ownership of Management

Security Ownership of Management 68 TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS 69 DELINQUENT SECTION 16(A) REPORTS 69 REPORT OF THE AUDIT COMMITTEE 70 PROPOSAL 2 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT 71 Pre-approval Policy 71 Required Vote 71 Recommendation of the Board and the Audit Committee 71 PROPOSAL 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 72 Required Vote 72 Recommendation of the Board 72 PROPOSAL 4A – VOTE TO APPROVE AMENDMENTS TO THE COMPANY'S CHARTER TO INCLUDE OFFICER EXCULPATION 73 Background 73 Conditions and Limitations to Exculpation Under DGCL Section 102(b)(7) 73 Reasons for the Exculpation Amendment 73 Required Vote and Effect of the Exculpation Amendment if Approved 73 Recommendation of the Board 73 PROPOSAL 4B – VOTE TO APPROVE AMENDMENTS TO THE COMPANY'S CHARTER TO CLARIFY, STREAMLINE AND MODERNIZE THE CHARTER 74 The Proposed Modernization Amendments 74 Reasons for the Modernization Amendments 74 Required Vote and Effect of the Modernization Amendments if Approved 74 Recommendation of the Board 74 QUESTIONS AND ANSWERS ABOUT VOTING AND THE ANNUAL MEETING 75 OTHER MATTERS 78 HOUSEHOLDING OF PROXY MATERIAL 78 WHERE YOU CAN FIND MORE INFORMATION 79 ADDITIONAL INFORMATION 80 Stockholder Proposals for 2025 80 Appendix A – Non-GAAP Reconciliations 81 Appendix B – Amended and Restated Charter 82 Table of Contents PROXY SUMMARY This summary highlights selected information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in deciding how to vote. You should read the Proxy Statement carefully before voting. This Proxy Statement and the enclosed proxy are first being sent or made available to stockholders on or about March 21, 2024. 2024 ANNUAL MEETING OF STOCKHOLDERS Time and Date:

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Pay for Performance. A large portion of our executives' annual total direct compensation is "at-risk" through long-term equity awards and annual cash incentive awards. These awards are linked to actual performance and include a significant portion of equity. Our compensation committee continues to align executive pay with long-term returns to stockholders by designing our executive compensation program to reward corporate, business unit and individual performance primarily based on the following three factors: Sustainable long-term growth, both organically and acquisitively, that strengthens our global portfolio while navigating commodity and consumer cycles and maintaining a robust balance sheet; Our effectiveness in deploying capital when compared to our Performance Peer Group (as defined on page 36 of this Proxy Statement); and The total shareholder return of our company as compared to our Performance Peer Group. 2024 Proxy Statement 5 Table of Contents PROXY SUMMARY As the following chart shows, by designing our executive compensation program based on these factors, the realizable pay levels provided by our executive compensation program to our CEO are well-aligned to our stock price performance over the long-term: INDEX YEAR 2018 2018 2019 2020 2021 2022 2023 CEO Pay Measure: Realizable Pay 1-Year $ 8,303 $ 13,799 $ 8,674 $ 8,022 $ 7,950 % Change 66 % -37 % -8 % -1 % TSR Index Measure: 1-Year TSR Indexed to 2018=100 100 147.06 302.94 363.92 328.73 261.76 1-Year TSR % 47.1 % 106.0 % 20.1 % -9.7 % -20.4 % NOTES: Total Shareholder Return (TSR) performance is indexed to 2018, where 2018 equals 100 on the Index. Realizable pay reflects the actual cash and intrinsic value of equity incentives awarded in a given year, using the stock price at the end of the year. For example, for 2023, realizable pay equals (i) base salary plus (ii) annual incentives earn

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