CALAVO GROWERS INC 8-K

What Happened
Calavo Growers, Inc. filed an 8-K reporting that at a special shareholder meeting on April 28, 2026, shareholders approved the Agreement and Plan of Merger dated January 14, 2026, with Mission Produce, Inc. The transaction (two-step merger) remains subject to customary closing conditions, including required regulatory and antitrust approvals in Mexico. Calavo expects the Mergers to close in the fiscal quarter ending July 31, 2026; trading in Calavo common stock is expected to be halted before the market opens on the closing date and Calavo shares will be delisted upon closing.

Key Details

• Record date: March 16, 2026; outstanding Calavo shares: 17,874,079. Quorum: 13,082,457 shares (≈73.19%) present/represented.
• Merger vote (Proposal 1): For 12,110,759; Against 960,154; Abstentions 11,544 — Merger Agreement approved.
• Advisory pay vote (Proposal 2): For 5,327,795; Against 7,724,865; Abstentions 29,797 — non‑binding Merger‑related compensation proposal not approved.
• Regulatory filings: Mission filed an S-4 on March 9, 2026 (declared effective March 20, 2026); joint proxy/prospectus mailed around March 25, 2026. Closing conditioned on Mexican regulatory/antitrust clearances and other customary conditions.

Why It Matters
Shareholder approval clears a key corporate step toward combining Calavo with Mission Produce, but the deal is not final — it still requires regulatory approvals (notably in Mexico) and other closing conditions. The failed non‑binding advisory vote signals shareholder disapproval of executive compensation tied to the transaction (though it does not block the merger). If the deal closes as expected, Calavo common stock will stop trading and be delisted from Nasdaq, which affects liquidity and how current Calavo holders will hold or receive Mission Produce shares per the merger terms. Investors should review the S‑4/joint proxy statement for details and monitor regulatory developments and the expected closing timeline.