DEF 14A

DEF 14A 1 d246378ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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☐		Preliminary Proxy Statement

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☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to Section 240.14a-12

DARLING INGREDIENTS INC.

(Name of Registrant as specified in its charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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LOGO

March 24, 2022

Dear Fellow Stockholders:

I hope you will join us at the 2022 Annual Meeting of Stockholders of Darling Ingredients Inc. on May 10, 2022 at 10 a.m., Central time. For the health and safety of our shareholders, employees and communities our annual meeting will be held virtually by webcast. The attached Notice of Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business to be conducted.

2021 was another record year for Darling Ingredients, as our strategy to add capital over the past five years, coupled with exceptional execution allowed us to advance our position as the global leader in turning food waste into sustainable products and a leading producer of renewable energy.

Supporting the Growth of our Business

Our diverse portfolio continues to perform exceptionally well, led by our global ingredients business. We finished the year with combined adjusted EBITDA of $1.235 billion. Our feed ingredients business had an outstanding year with $613.7 million in adjusted EBITDA, as compared to $317.8 million in 2020.

Diamond Green Diesel (DGD), our joint venture with Valero Energy Corporation that converts sustainable low-carbon feedstocks into renewable diesel, again provided us with excellent results, selling a record 370 million gallons in 2021 at an average price of $2.07 EBITDA per gallon and generating $766.8 million in total EBITDA. DGD also completed, on budget and on schedule, a $1.1 billion expansion project at the Norco, Louisiana facility that increased DGD’s annual production capacity from 290 million gallons of renewable diesel to 700 million gallons of renewable diesel. DGD is currently in the process of constructing a new $1.45 billion renewable diesel plant in Port Arthur, Texas, with a capacity of an additional 470 million gallons of renewable diesel and 20 million gallons of renewable naphtha annually.

At the end of 2021 we entered into an agreement, subject to regulatory approval, to purchase Valley Proteins, Inc., a major rendering and used cooking oil collection company in the U.S., which will supplement our global supply of waste fats and greases and provide us with additional low carbon feedstock to produce renewable diesel and potentially sustainable aviation fuel.

Getting Results the Right Way

We remain committed to upholding and growing the sustainable operations and practices that are embedded in our roots. As the world drives toward decarbonization, we are in the driver’s seat. Simply put, we are circular by nature. Creating a circular economy means converting waste materials into higher value products, and we’ve been doing it for 140 years.

In 2021, we published our third annual ESG Report, set a goal to have net zero greenhouse gas emissions by 2050 and invested in various capital improvements at our plants to reduce energy usage and water consumption. Additionally, we plan to submit a commitment letter to the Science Based Targets Initiative by the end of 2022, committing to set a science-based, 1.5°C aligned greenhouse gas emissions reduction target.

Darling Ingredients believes that transparency when it comes to environment, social and governance topics not only drives long-term value creation, but it’s simply the right thing to do. This is why the Board established a new, stand-alone environmental, social and governance (ESG) committee to assist the Board in its oversight of this important area.

Transition Toward More Diversity on our Board

Recognizing a range of experiences and diversity of thought is critical for the boardroom and the success of our company, we continue to work to diversify skillsets and experiences at the board level. With the appointments of Enderson Guimaraes in May 2021 and Dr. Celeste A. Clark in October 2021, 50% of our Board members are women and/or ethnically diverse individuals. Both Mr. Guimaraes and Dr. Clark bring an impressive amount of skill and experience to the Board that complement and enhance those of our other Board members.

Thank you for your investment in Darling Ingredients. On behalf of the entire Board, we’d like to express our appreciation for your continued support of Darling Ingredients.


Randall C. Stuewe		Gary W. Mize
Chairman and CEO		Lead Director

LOGO

5601 N. MacArthur Blvd.

Irving, Texas 75038

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 10, 2022

To the Stockholders of Darling Ingredients Inc.:

An Annual Meeting of Stockholders of Darling Ingredients Inc. (the “Company”) will be held via live webcast on Tuesday, May 10, 2022, at 10:00 a.m., Central Time, in a virtual meeting format at www.virtualshareholdermeeting.com/DAR2022, for the following purposes (which are more fully described in the accompanying Proxy Statement):

To elect as directors of the Company the ten nominees named in the accompanying proxy statement to serve until the next annual meeting of stockholders (Proposal 1);

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 31, 2022 (Proposal 2);

To vote to approve, on an advisory basis, executive compensation (Proposal 3); and

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof in accordance with the provisions of the Company’s bylaws.

The Board of Directors recommends that you vote to approve Proposals 1, 2 and 3.

The Board has fixed the close of business on March 15, 2022, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

The Board has determined that it is prudent to conduct this year’s Annual Meeting virtually due to the continuing public health impact resulting from the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders, employees and community.

This year we will again seek to conserve natural resources and reduce annual meeting costs by electronically disseminating annual meeting materials as permitted under rules of the Securities and Exchange Commission. Many stockholders will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access annual meeting materials via the Internet. Stockholders can also request mailed paper copies if preferred.

Your vote is important. You are cordially invited to attend the Annual Meeting online. However, whether or not you expect to attend the Annual Meeting, please vote your proxy promptly so your shares are represented. Prior to the Annual Meeting, you can vote by Internet, by telephone or by signing, dating and mailing the enclosed proxy.

A copy of our Annual Report for the year ended January 1, 2022, is enclosed or otherwise made available for your convenience.

By Order of the Board,

LOGO

John F. Sterling

Secretary

Irving, Texas

March 24, 2022

TABLE OF CONTENTS


PROXY SUMMARY			1

PROXY STATEMENT			7

CORPORATE GOVERNANCE			8

Independent Directors			8

Meetings of the Board			8

Communications with the Board			8

Board Evaluation Process			8

Board Leadership Structure			8

The Board’s Role in Oversight of Strategy and Risk			9

Human Capital Management and Succession Planning			10

Corporate Responsibility and Sustainability			11

Committees of the Board			13

Code of Business Conduct			14

Stock Ownership Guidelines: Prohibition on Short-Term and Speculative Trading and Pledging			15

Governance Documents			15

Compensation Committee Interlocks and Insider Participation			15

PROPOSAL 1 – ELECTION OF DIRECTORS			16

Introduction			16

Director Nomination Process			22

Required Vote			22

Recommendation of the Board			22

OUR MANAGEMENT			23

Executive Officers and Directors			23

EXECUTIVE COMPENSATION			25

Compensation Discussion and Analysis			25

Compensation Committee Report			46

Summary Compensation Table			47

Grants of Plan-Based Awards			48

Employment Agreements			49

Outstanding Equity Awards at Fiscal Year-End			50

Option Exercises and Stock Vested			51

Pension Benefits			52

Nonqualified Deferred Compensation			52

Potential Payments upon Termination or Change of Control			53

Pay Ratio Disclosure			58

Compensation of Directors			58

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			60

Security Ownership of Certain Beneficial Owners			60

Security Ownership of Management			61

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS			62

DELINQUENT SECTION 16(A) REPORTS			62

REPORT OF THE AUDIT COMMITTEE			63

PROPOSAL 2 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT			64

Pre-approval Policy			64

Required Vote			64

Recommendation of the Board and the Audit Committee			64

PROPOSAL 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			65

Required Vote			65

Recommendation of the Board			65

QUESTIONS AND ANSWERS ABOUT VOTING AND THE ANNUAL MEETING			66

OTHER MATTERS			69

HOUSEHOLDING OF PROXY MATERIAL			69

WHERE YOU CAN FIND MORE INFORMATION			70

ADDITIONAL INFORMATION			70

Stockholder Proposals for 2023			70

Appendix A – Non-GAAP Reconciliations			71

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 24, 2022.

2022 ANNUAL MEETING OF STOCKHOLDERS

Time and Date:

10:00 a.m., Central Time, Tuesday, May 10, 2022

Place:

Live webcast online at

www.virtualshareholdermeeting.com/DAR2022

Record Date: March 15, 2022

VOTING INFORMATION

Who is Eligible to Vote

You are entitled to vote at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) if you were a stockholder of record as of the Record Date. On the Record Date, there were 161,575,149 shares of our company’s common stock outstanding and eligible to vote at the Annual Meeting. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

Attending the Virtual Annual Meeting

Due to the continuing public health impact resulting from the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders, employees and community, this year’s Annual Meeting will be held in a virtual format via live audio webcast. To participate in the Annual Meeting online, please visit www.virtualshareholdermeeting.com/DAR2022 and enter the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card. You may vote and submit questions regarding the proposals being voted on during the Annual Meeting by following the instructions available on the meeting website.

How to Vote

To make sure that your shares are represented at the Annual Meeting, please cast your vote as soon as possible by one of the following methods:




INTERNET	TELEPHONE	MAIL	ONLINE VIA LIVE WEBCAST
Visit the applicable voting website: www.proxyvote.com	Within the United States, U.S. Territories and Canada, call toll-free:

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SEC Form DEF 14A filed by Darling Ingredients Inc.