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CHIQUITA BRANDS INTERNATIONAL INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 29, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders.

Chiquita Brands International, Inc. (the "Company") held its Annual Meeting of Shareholders on May 22, 2014. A total of 41,046,084 shares were represented in person or by proxy at the 2014 Annual Meeting and the Company's shareholders took the following actions:

Proposal No. 1: Election of Directors Shareholders elected each of the eight nominees for director to serve for a term to expire at the 2015 Annual Meeting of Shareholders based on the following votes:

Name Votes For Votes Withheld Broker Non-Votes



Kerrii B. Anderson 34,435,014 1,585,588 5,025,482 Edward F. Lonergan 34,478,956 1,541,646 5,025,482 Howard W. Barker, Jr. 34,488,821 1,531,781 5,025,482 Clare M. Hasler-Lewis 34,475,276 1,545,326 5,025,482 Craig E. Huss 34,489,504 1,531,098 5,025,482 Jeffrey N. Simmons 34,485,424 1,535,178 5,025,482 Steven P. Stanbrook 34,362,642 1,657,960 5,025,482 Ronald V. Waters III 34,431,918 1,588,684 5,025,482

Proposal No. 2: Advisory (Non-Binding) Vote on Executive Compensation

Shareholders approved, on an advisory basis, the compensation of the Company's named executive officers by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 34,812,791 1,170,646 37,165 5,025,482

Proposal No. 3: Ratification of Independent Registered Public Accounting Firm

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 based on the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 40,777,199 243,983 24,902

0



Proposal No. 4: Amendment to the Company's Third Restated Certificate of Incorporation

Shareholders approved an amendment to the Company's Third Restated Certificate of Incorporation regarding simple majority vote based on the following votes:

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Votes For Votes Against Abstentions Broker Non-Votes 35,045,031 948,649 26,922 5,025,482

On May 28, 2014, the Company filed a Fourth Restated Certificate of Incorporation to implement this amendment.

As described in the Company's proxy materials, Proposal 5 was a shareholder proposal regarding an executive equity retention policy. This proposal was not voted upon at the Annual Meeting because neither the proponent nor a qualified representative of the proponent appeared at the Annual Meeting to present the proposal.

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Source: Edgar Glimpses


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