Darling Ingredients (DAR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 7, 2026, with four key proposals up for shareholder vote, including director elections, auditor ratification, executive compensation approval, and the adoption of a new omnibus incentive plan.

• 2025 performance included net income of $62.8 million, adjusted EBITDA of $1.03 billion, and significant debt reduction, with a bank leverage ratio declining to 2.90x.

• The company monetized $255 million in production tax credits and formed a joint venture with Tessenderlo Group to accelerate growth in the collagen sector.

• Board refreshment continued with the appointment of Robert Aspell, while Gary W. Mize will retire after the annual meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors, ratifying KPMG LLP as auditor, approving executive compensation (say-on-pay), and adopting the 2026 Omnibus Incentive Plan.

• The board recommends voting in favor of all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 19, 2026, for inclusion in next year’s proxy.

Board of directors and corporate governance

• The board consists of ten nominees with diverse backgrounds, 70% of whom have served less than five years.

• Board committees (audit, compensation, nominating/governance, sustainability) are fully independent.

• Board leadership includes a combined Chairman/CEO and an independent Lead Director with defined duties.

• Annual board and committee self-evaluations are conducted, and all directors own company stock.

• Proxy access and majority voting for directors are in place; no supermajority voting or poison pill provisions.