Calavo Growers (CVGW) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 23, 2025, with both in-person and virtual attendance options.

• Shareholders will vote on the election of eight directors, ratification of the auditor, an advisory say-on-pay vote, and an amendment to the 2020 Equity Incentive Plan.

• Proxy materials are primarily distributed electronically to reduce environmental impact and costs.

• The record date for voting eligibility is February 24, 2025.

Voting matters and shareholder proposals

• Proposals include: election of eight directors, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and approval of the amended 2020 Equity Incentive Plan.

• Cumulative voting is permitted for director elections if explicitly requested.

• Shareholders may submit proposals for the 2026 meeting by October 31, 2025, and director nominations between December 24, 2025, and January 23, 2026.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of eight nominees, with seven deemed independent under NASDAQ rules.

• Four standing committees: Executive, Audit, Nominating/Governance/Sustainability, and Compensation.

• All committee members are independent; Audit and Compensation Committees meet SEC and NASDAQ requirements.

• Annual Board and committee self-evaluations are conducted.

• Board leadership is separated between the CEO and Chair.

• Director compensation includes cash retainers and equity awards, with stock ownership guidelines in place.