DARLING INGREDIENTS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: 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: Beth Albright

DARLING INGREDIENTS INC.’s own tally for this item (“Elect Director: Beth Albright”): 136,794,138 for, 1,723,785 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Board nominees were elected with the following vote:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 127 managers: 53,639,262 for, 56,880 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 1,023,802 for, 150 against.

Description as filed by funds: 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: Celeste A. Clark

DARLING INGREDIENTS INC.’s own tally for this item (“Elect Director: Celeste A. Clark”): 136,027,598 for, 2,489,738 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Board nominees were elected with the following vote:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 127 managers: 53,639,262 for, 56,880 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 1,023,802 for, 150 against.

Description as filed by funds: 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: Charles Adair

DARLING INGREDIENTS INC.’s own tally for this item (“Elect Director: Charles Adair”): 133,751,921 for, 4,767,731 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Board nominees were elected with the following vote:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 127 managers: 53,500,934 for, 195,208 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 1,023,952 for.

Description as filed by funds: 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: Enderson Guimaraes

DARLING INGREDIENTS INC.’s own tally for this item (“Elect Director: Enderson Guimaraes”): 135,575,874 for, 2,919,647 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Board nominees were elected with the following vote:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 127 managers: 53,666,905 for, 29,237 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 1,023,802 for, 150 against.

Description as filed by funds: 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: Gary W. Mize

DARLING INGREDIENTS INC.’s own tally for this item (“Elect Director: Gary W. Mize”): 129,353,178 for, 8,642,116 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Board nominees were elected with the following vote:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 127 managers: 53,318,357 for, 377,785 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 1,023,952 for.

Description as filed by funds: 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: Kurt Stoffel

DARLING INGREDIENTS INC.’s own tally for this item (“Elect Director: Kurt Stoffel”): 137,004,917 for, 1,519,552 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Board nominees were elected with the following vote:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 127 managers: 53,695,850 for, 292 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 1,023,952 for.

Description as filed by funds: 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: Larry A. Barden

DARLING INGREDIENTS INC.’s own tally for this item (“Elect Director: Larry A. Barden”): 135,338,313 for, 3,182,038 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Board nominees were elected with the following vote:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 127 managers: 53,496,254 for, 199,888 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 1,023,952 for.

Description as filed by funds: 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: Linda Goodspeed

DARLING INGREDIENTS INC.’s own tally for this item (“Elect Director: Linda Goodspeed”): 134,656,000 for, 3,872,754 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Board nominees were elected with the following vote:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 127 managers: 53,471,989 for, 224,153 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 1,023,802 for, 150 against.

Description as filed by funds: 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: Michael E. Rescoe

DARLING INGREDIENTS INC.’s own tally for this item (“Elect Director: Michael E. Rescoe”): 134,946,422 for, 3,574,240 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Board nominees were elected with the following vote:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 127 managers: 53,668,207 for, 27,935 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 1,023,952 for.

Description as filed by funds: 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: Randall C. Stuewe

DARLING INGREDIENTS INC.’s own tally for this item (“Elect Director: Randall C. Stuewe”): 128,722,293 for, 9,797,195 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Board nominees were elected with the following vote:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 127 managers: 53,596,794 for, 99,348 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 1,023,952 for.

Description as filed by funds: Vote to approve amendments to the Company's Restated Certificate of Incorporation (the "Charter") to include officer exculpation; and

DARLING INGREDIENTS INC.’s own tally for this item (“Board proposal to approve amendments to the Company's Restated Certificate of Incorporation (the "Charter") to include officer exculpation:”): 113,978,811 for, 24,513,372 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 82% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 127 managers: 48,339,248 for, 5,342,034 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 828,991 for, 9,523,558 against.

Description as filed by funds: Vote to approve amendments to the Company's Charter to clarify, streamline and modernize the Charter.

DARLING INGREDIENTS INC.’s own tally for this item (“Board proposal to approve amendments to the Company's Charter to clarify, streamline and modernize the Charter:”): 138,397,705 for, 106,173 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 128 asset managers below reported 53,607,587 for, 3,000 against, 33,310 abstained, 3,066 unknown.

Showing the 25 largest of 128 asset managers. See all 128 in the interactive database.

Description as filed by funds: Advisory vote to approve, on an advisory basis, executive compensation;

DARLING INGREDIENTS INC.’s own tally for this item (“Board proposal to approve, on an advisory basis, the Company's executive compensation:”): 130,719,101 for, 7,647,312 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of DARLING INGREDIENTS INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (19 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “Say on pay” (2 managers, 1,269,701 for).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 126 managers: 53,458,917 for, 151,495 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 416 managers: 65,987,953 for, 4,865,706 against, 168,776 not voted, 242 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Proposal to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2024;

DARLING INGREDIENTS INC.’s own tally for this item (“The stockholders voted on the following proposals and cast their votes as described below: Board proposal to ratify the selection of KPMG LLP, independent registered public accounting firm, as the Company's independent r”): 125,916,509 for, 18,673,898 against, per its Form 8-K filed May 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 127 managers: 51,901,955 for, 1,794,187 against, 33,310 abstained, 3,066 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 4 managers: 828,991 for, 4,937,755 against.