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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.      )

Check the appropriate box:

Del Monte Foods Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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DEL MONTE FOODS COMPANY

One Market @ The Landmark

San Francisco, California 94105

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held September 23, 2010

Important Notice regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on September 23, 2010

The Proxy Statement and Annual Report to Stockholders

are available at http://bnymellon.mobular.net/bnymellon/dlm

Dear Stockholder:

You are invited to attend the 2010 Annual Meeting of Stockholders of Del Monte Foods Company, a Delaware corporation (the “Company”). The annual meeting will be held on Thursday, September 23, 2010 at 10:00 a.m. Pacific Time at the Hyatt Regency San Francisco, Five Embarcadero Center, San Francisco, California 94111 for the following purposes:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES AND IN FAVOR OF THE OTHER PROPOSALS OUTLINED IN THE ACCOMPANYING PROXY STATEMENT.

The record date for the 2010 Annual Meeting of Stockholders is July 29, 2010. Only stockholders of record at the close of business on that date may vote at the annual meeting or any adjournment thereof.

By Order of the Board of Directors,

James Potter

General Counsel and Secretary

San Francisco, California

August 16, 2010

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DEL MONTE FOODS COMPANY

One Market @ The Landmark

San Francisco, California 94105

PROXY STATEMENT

FOR THE 2010 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why am I receiving these materials?

We sent you this proxy statement and the enclosed proxy card because the Board of Directors of Del Monte Foods Company (sometimes referred to as “we,” “us,” “our,” “the Company” or “Del Monte”) is soliciting your proxy to vote at the 2010 Annual Meeting of Stockholders and at any adjournment or postponement thereof. The annual meeting will be held on Thursday, September 23, 2010 at 10:00 a.m. Pacific Time at the Hyatt Regency San Francisco, Five Embarcadero Center, San Francisco, California 94111. You are invited to attend the annual meeting and we request that you vote on the proposals described in this proxy statement. However, you do not need to attend the annual meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.

The Company intends to mail this proxy statement and accompanying proxy card on or about August 17, 2010 to all stockholders of record entitled to vote at the annual meeting.

Who can vote at the annual meeting?

Only stockholders of record at the close of business on July 29, 2010 will be entitled to vote at the annual meeting. On this record date, there were 194,577,470 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on July 29, 2010 your shares were registered directly in your name with the Company’s transfer agent, BNY Mellon Shareowner Services, then you are a stockholder of record. As a stockholder of record, you may vote in person at the annual meeting or vote by proxy. Whether or not you plan to attend the annual meeting, we urge you to fill out and return the enclosed proxy card or vote via the internet or by telephone to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on July 29, 2010 your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the annual meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the annual meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

There are three matters scheduled for a vote:

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How do I vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the annual meeting or vote by proxy using the enclosed proxy card, the internet or telephone. Whether or not you plan to attend the annual meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the annual meeting and vote in person if you have already voted by proxy.

Please note that voting instructions submitted via the internet or by telephone must be received by 11:59 p.m. Eastern Time on Wednesday, September 22, 2010.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from Del Monte. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote in person at the annual meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of July 29, 2010.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted:

The Company does not expect that any matters other than the election of directors and the other proposals described herein will be brought before the annual meeting. If any other matter is properly presented at the annual meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may retain the services of The Altman Group Inc. in connection with soliciting proxies for the 2010 Annual Meeting of Stockholders for an estimated fee of $10,500 to $12,500, plus appropriate out-of-pocket expenses. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

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What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the annual meeting. You may revoke your proxy in any one of the following ways:

Please note that to be effective, your new proxy card, internet or telephonic voting instructions or written notice of revocation must be received by the Corporate Secretary prior to the annual meeting and, in the case of internet or telephonic voting instructions, must be received before 11:59 p.m. Eastern Time on Wednesday, September 22, 2010.

How will voting on any business not described in this proxy statement be conducted?

The Company does not know of any business to be considered at the 2010 Annual Meeting of Stockholders other than the items described in this proxy statement. If any other business is properly presented at the 2010 Annual Meeting, your proxy grants authority to the proxy holders to vote on such matters in their discretion.

When are stockholder proposals or nominations due for next year’s annual meeting?

The Company currently anticipates that the 2011 Annual Meeting of Stockholders will be held on September 22, 2011. In accordance with the Company’s Bylaws, if you wish to submit a proposal for consideration at next year’s annual meeting but are not requesting that such proposal be included in next year’s proxy materials, or if you wish to nominate a person for election to the Board of Directors at next year’s annual meeting, your notice of such a proposal or nomination must be submitted in writing and delivered to, or mailed and received at, the principal executive offices of the Company not less than 90 days nor more than 120 days before the one year anniversary of the 2010 Annual Meeting of Stockholders. Accordingly, any such proposal or nomination must be received by the Company no later than June 25, 2011 (but no earlier than May 26, 2011), and should be delivered or mailed to the following address: Corporate Secretary, Del Monte Foods Company, P.O. Box 193575, San Francisco, California 94119-3575. Please note that if the date of the 2011 Annual Meeting of Stockholders changes from the current expected date of September 22, 2011 and the new meeting date is more than 30 days before or more than 60 days after September 23, 2011 (the one year anniversary of the 2010 Annual Meeting of Stockholders) then your notice must be received no later than 90 days before the actual date of the 2011 Annual Meeting of Stockholders or, if later, 10 days following the day on which we publicly disclose the new scheduled date of the 2011 Annual Meeting of Stockholders.

In order to be properly submitted to the Secretary of the Company, a proposal or nomination by a Del Monte stockholder must contain specific information as required under Del Monte’s Bylaws, including without limitation (i) the name and address of the stockholder making the proposal, (ii) the class or series and number of shares that are owned of record or beneficially owned by such stockholder, and (iii) any material interest of such stockholder in the proposal. For further information regarding the procedures for nomination of directors by stockholders, including information required under Del Monte’s Bylaws, please see “Corporate Governance — Nomination Process.” If you would like a copy of Del Monte’s current Bylaws, please write to the Corporate Secretary, Del Monte Foods Company, P.O. Box 193575, San Francisco, California 94119-3575. Del Monte’s current Bylaws may also be found on the Company’s website at www.delmonte.com.

To be considered for inclusion in the Company’s proxy statement and form of proxy for the 2011 Annual Meeting of Stockholders, your stockholder proposal must be submitted in writing by April 19, 2011 to the Corporate Secretary, Del Monte Foods Company, P.O. Box 193575, San Francisco, California 94119-3575.

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Without limiting the advance notice provisions in the Company’s Bylaws, which contain procedures that must be followed for a matter to be properly presented at an annual meeting, the Company management who are proxy holders will have discretionary authority to vote all shares for which they hold proxies with respect to any stockholder proposal or nomination received after the deadline for such proposals or nominations set forth in our Bylaws. Such discretionary authority may be exercised to oppose a proposal or nomination made by a stockholder.

How are votes counted?

Votes will be counted by the inspector of election appointed for the annual meeting, who will separately count “For” and “Against” votes, abstentions and broker non-votes. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner (despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions). Discretionary authority is allowed for Proposal 2 and Proposal 3, but not Proposal 1.

How many votes are needed to approve each proposal?

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid annual meeting. A quorum will be present if at least a majority of the outstanding shares are represented by proxy or by stockholders present and entitled to vote at the annual meeting. On the record date, there were 194,577,470 shares outstanding and entitled to vote. Thus, 97,288,736 shares must be represented by proxy or by stockholders present and entitled to vote at the annual meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker or bank) or if you vote in person at the annual meeting. Abstentions and broker non-votes also will be counted towards the quorum requirement. If there is no quorum, the chairman of the annual meeting or holders of a majority of the votes present at the annual meeting may adjourn the annual meeting to another time or date.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting and, if final voting results are not known, will be provided in a Current Report on Form 8-K within four business days after the end of the annual meeting. Final voting results will be published in a Current Report on Form 8-K within four business days after the final voting results are known.

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IMPORTANT INFORMATION REGARDING DELIVERY OF PROXY MATERIALS

What is “Notice and Access”?

“Notice and access” generally refers to rules governing how companies must provide proxy materials. Under the notice and access model, a company may select either of the following two options for making proxy materials available to stockholders:

A company may use a single method for all its stockholders, or use full set delivery for some while adopting the notice only option for others.

What is the Full Set Delivery Option?

Under the full set delivery option, a company delivers all proxy materials to its stockholders. This delivery can be by mail or, if a stockholder has previously agreed, by e-mail. In addition to delivering proxy materials to stockholders, the company must also post all proxy materials on a publicly accessible website and provide information to stockholders about how to access that website.

In connection with its 2010 Annual Meeting of Stockholders, Del Monte has elected to use the full set delivery option. Accordingly, you should have received the Del Monte proxy materials by mail or, if you previously agreed, by e-mail. These proxy materials include the Notice of Annual Meeting of Stockholders, proxy statement, proxy card and Annual Report. Del Monte has posted these materials at http://bnymellon.mobular.net/bnymellon/dlm.

What is the Notice Only Option?

Under the notice only option, a company must post all its proxy materials on a publicly accessible website. However, instead of delivering its proxy materials to stockholders, the company instead delivers a “Notice of Internet Availability of Proxy Materials.” The notice includes, among other matters:

If a stockholder requests paper copies of the proxy materials, these materials must be sent to the stockholder within three business days. Additionally, these paper copies must be sent via first class mail.

Will Del Monte use the Notice Only Option in the Future?

Although Del Monte elected to use the full set delivery option in connection with the 2010 Annual Meeting of Stockholders, it may choose to use the notice only option in the future. By reducing the amount of materials that a company needs to print and mail, the notice only option provides an opportunity for cost savings as well as conservation of natural resources. However, many companies that have used the notice only option have also experienced a lower participation rate – meaning that fewer stockholders voted in these companies’ annual elections. Del Monte plans to evaluate the future possible cost savings as well as the possible impact on stockholder participation as it considers future use of the notice only option.

As a Stockholder, What Do I Need to Do?

If you would prefer to continue receiving paper copies of proxy materials if Del Monte elects to use the notice only option for future annual meetings, please mark the “Paper Copies” box on your proxy card (or provide this information when you vote telephonically or via the internet).

As noted above, if Del Monte elects to use the notice only option, it must provide paper copies via first class mail to any stockholder who, after receiving the Notice of Internet Availability of Proxy Materials, nevertheless requests paper copies. So, for example, even if you do not check the “Paper Copies” box now, you will still have the right to request delivery of a free set of proxy materials upon receipt of any Notice of Internet Availability of Proxy Materials in the future. Because first class postage is significantly costlier than bulk mail rates and because each such request must be processed on a stockholder-by-stockholder basis, the cost of responding to a single request for

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paper copies is likely to be significantly greater than the per stockholder cost Del Monte currently incurs in delivering proxy materials in bulk. Accordingly, requests for paper copies could significantly undermine or eliminate expected cost savings associated with the notice only option.

By developing in advance a database of stockholders who would prefer to continue receiving paper copies of proxy materials, Del Monte would be able to use the full set delivery option for these stockholders – using bulk mail to deliver the paper copies – while using the notice only option for other stockholders. We believe this would significantly reduce the number of requests for paper copies that Del Monte would need to process on a stockholder-by-stockholder basis and would position Del Monte to better capture cost savings should it elect to use the notice only option in the future. We appreciate your assistance in helping us develop this database through the proxy card, telephonic and internet voting processes.

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PROPOSAL 1

ELECTION OF DIRECTORS

Prior to the 2009 Annual Meeting of Stockholders, Del Monte’s Board of Directors was divided into three classes. Each class consisted, as nearly as possible, of one-third of the total number of directors, and each class had a three-year term. At the 2009 Annual Meeting of Stockholders, a proposal by the Board of Directors to amend and restate the Company’s Amended and Restated Certificate of Incorporation to phase out the classification of the Board of Directors, to provide instead for the annual election of directors, and to make such other conforming and technical changes to the Certificate as may be necessary or appropriate was approved by the stockholders. The Amended and Restated Certificate of Incorporation effecting such changes (the “Certificate”) was filed with the Secretary of State of the State of Delaware on September 24, 2009. The Certificate provides for the annual election of directors beginning at the 2010 Annual Meeting of Stockholders. However, any director elected by the stockholders of the Company to a three-year term prior to the 2010 Annual Meeting of Stockholders may complete the term to which he or she has been elected.

The Board of Directors presently has nine members. There are three directors whose term of office expires in 2010. Each of the nominees for election at the 2010 Annual Meeting of Stockholders is currently a director of the Company and was selected by the Board of Directors as a nominee in accordance with the recommendation of the Nominating and Corporate Governance Committee. Mr. Lund has been a member of the Board of Directors since he was appointed in March 2005. Messrs. Morgan and Williams have been members of the Board of Directors since they were appointed in December 2002. Messrs. Lund, Morgan and Williams were each re-elected to the Board of Directors by the stockholders at the 2007 Annual Meeting of Stockholders. If elected at the 2010 Annual Meeting of Stockholders, each of the nominees would serve until the 2011 Annual Meeting of Stockholders and until his successor is elected and has qualified, or until such director’s death, resignation or removal.

In an uncontested election, directors shall be elected by the vote of a majority of the votes cast by shares present in person or represented by proxy and entitled to vote at the meeting. Under our Bylaws, an uncontested election is an election in which the number of nominees is not greater than the number of directors to be elected, as of the date that is 14 days in advance of the day we file our definitive proxy statement with the Securities and Exchange Commission. In a contested election, directors will be elected by plurality. In other words, in a contested election, the nominees with the most votes (whether or not a majority) will be elected.

The election of directors at the 2010 Annual Meeting of Stockholders is an uncontested election. Therefore, for Proposal 1, election of Victor L. Lund, Joe L. Morgan and David R. Williams as directors to hold office for one-year terms, a nominee will be elected if the number of votes cast “For” that nominee exceeds the number of votes cast “Against” that nominee. Abstentions and broker non-votes will have no effect.

Prior to an uncontested election, each incumbent director nominee will submit to the Board of Directors an irrevocable written offer to resign following the election in the event the director fails to receive a majority of the votes cast in connection with his or her reelection. Each of Messrs. Lund, Morgan and Williams has submitted such an offer to the Board in connection with the election of directors at the 2010 Annual Meeting of Stockholders.

If an incumbent director fails to receive a majority of the votes cast in connection with his or her reelection, the Nominating and Corporate Governance Committee of the Board (excluding any director who has failed to receive a majority of the votes cast), will consider such director’s offer to resign and make its recommendation to the Board within 60 days following certification of the election results. In the event a majority of the members of the Nominating and Corporate Governance Committee are nominees who do not receive a majority of the votes cast in connection with their reelection, the independent members of the Board not so affected will consider the offer to resign and make a recommendation or, in the alternative, such independent members of the Board may designate a committee of independent directors to perform the evaluation. The Board will consider the Nominating and Corporate Governance Committee’s or independent directors’ recommendation within 90 days following certification of the election results. We will publicly disclose the Board’s determination with respect to any resignation offered under these circumstances by filing a Current Report on Form 8-K with the Securities and Exchange Commission.

Vacancies on the Board of Directors may be filled by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy shall serve until the next Annual Meeting of

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Stockholders, and until such director’s successor is elected and qualified or until such director’s death, resignation or removal. This includes vacancies created by an increase in the number of directors.

QUALIFICATIONS OF MEMBERS OF OUR BOARD OF DIRECTORS

Del Monte strives to excel as a top-tier branded consumer packaged foods company, drive success in the marketplace, and deliver superior shareholder returns. Through a series of actions implemented over several years, the Company has created a portfolio of powerful brands and products targeted to today’s consumer. In fiscal 2009, Del Monte deployed its multiyear growth strategy, the Accelerated Growth Plan (AGP), to improve our performance at both the top and bottom line and to improve EPS performance over the coming years. The three pillars of our AGP that drive our performance are:

The Board of Directors has charged the Nominating and Corporate Governance Committee to make recommendations regarding an appropriate board composition to support and adjust to the Company’s strategy and operations over time. The Committee reviews annually with the Board the size, function, and needs of the Board and the Company. The Committee has identified the following areas for which the Board as a whole should have competency: industry knowledge, accounting and finance, business judgment, executive management, leadership, international markets, business strategy, crisis management, corporate governance, and risk management. The Nominating and Corporate Governance Committee also believes the Board could benefit from Directors with experience in some of the following areas: entrepreneurship, mergers, acquisitions, divestitures, operations, and consumer marketing. Additionally, the Committee endeavors to ensure that the Board includes a number of financially literate directors and at least one director who qualifies as a financial expert.

In addition to specific experience criteria, the Board also seeks men and women of diverse backgrounds with a broad spectrum of experience and expertise and a reputation for integrity. Del Monte requires its Directors to have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and have the potential to make significant contributions to the Company. Directors should be willing to challenge management and should plan to make a significant time commitment to the Company.

The Company believes that its current Board is well qualified to lead Del Monte’s efforts to achieve its long-term strategy. The combined experience of the directors covers all areas of expertise and competency identified by the Nominating and Corporate Governance Committee. The Board has significant experience in consumer marketing, innovation and operations – all of which are key components of the AGP. The Board also has experience in risk management and crisis management, and the Board includes several directors who qualify as financial experts as well as several directors with extensive corporate governance experience.

The following is a brief biography setting forth the qualifications of each nominee and each current director, including each director whose term will continue after the 2010 Annual Meeting of Stockholders.

Nominees for Election for One-year Terms Expiring at the 2011 Annual Meeting

Victor L. Lund

Mr. Lund became a director of Del Monte in March 2005. Mr. Lund currently serves as non-executive Chairman of DemandTec, a demand forecasting software company, a position he has held since 2006. Mr. Lund served as Vice-Chairman of Albertson’s, Inc., a food and drug retailer, from June 1999 until June 2002. Mr. Lund served as Chairman of the Board and Chief Executive Officer of American Stores Company prior to its acquisition by Albertson’s in June 1999. He also served as President of American Stores Company from 1992 until 1995. Prior to joining American Stores Company in 1977, Mr. Lund was a practicing certified public accountant. From May 2002 to December 2004, Mr. Lund served as the non-executive Chairman of the Board of Mariner Health Care, Inc., a long-term health care services company. Mr. Lund is 62.

Mr. Lund’s career, which includes large retail company management, experience serving on public company boards, and an accounting background, has provided him with strong accounting and finance, operational, and governance skills. Mr. Lund also developed mergers and acquisitions experience both as President of American Stores

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Company and as a director of Delta Air Lines, Service Corporation Inc., Teredata, and Mariner Health, Inc. From his twenty-five-year career at American Stores Company and Albertson’s and, more recently, and as a director of DemandTec, Mr. Lund brings valuable customer insight and expertise in consumer marketing to the Board. Mr. Lund also brings to the Board experience with crisis management.

Joe L. Morgan

Mr. Morgan became a director of Del Monte in December 2002. Mr. Morgan has been a baseball broadcaster and analyst for ABC, NBC and ESPN since 1985. He is President of J.L. Morgan Enterprises and was an owner-operator of three Wendy’s franchises from 1985 to 1988. From 1987 to 1998, he was also President and Chief Executive Officer of Joe Morgan Beverage Company. In 1963, Mr. Morgan began his professional baseball career which culminated in his election to the Baseball Hall of Fame in 1990, five years after his retirement as a player. Mr. Morgan is 66.

Mr. Morgan brings a wealth of entrepreneurial experience to the Board including a hands-on understanding of operations and consumer marketing. Mr. Morgan directly oversaw all aspects of his businesses including operations, distribution, purchasing, and quality control. Mr. Morgan also worked directly with retailers on consumer marketing issues, product placement and inventory control. Mr. Morgan has developed strengths in business strategy and judgment and risk management. The strong mix of this entrepreneurship and the leadership skills gained over his nineteen-year Major League Baseball career is particularly valuable to the Board.

David R. Williams

Mr. Williams became a director of Del Monte in December 2002. Mr. Williams held various positions at the H.J. Heinz Company from 1967 to 2002, including President and Chief Executive Officer-Heinz Europe, Middle East, Africa and India from 2000 to 2002; Executive Vice President-Asia, Australasia, South America, Heinz Pet Products and StarKist Foods from 1998 to 2000; Executive Vice President in charge of Ore-Ida, South America, Southern Africa and India from 1996 to 1998; Chief Financial Officer from 1992 to 1996; Corporate Controller from 1988 to 1992; Vice President Finance – StarKist Foods from 1983 to 1988; Director, Corporate Audit from 1976 to 1983; and prior to that various positions in Finance and Information Systems in Heinz U.K. Mr. Williams, a former director of Heinz, retired from the Heinz board of directors in September 2002. Mr. Williams is 67.

With more than forty years of experience in the consumer packaged food industry, Mr. Williams provides a valuable combination of industry knowledge, leadership, accounting and finance expertise, and innovation experience. Mr. Williams established the worldwide internal audit function at the H.J. Heinz Company. Throughout his career at Heinz, Mr. Williams held numerous executive management positions within international markets divisions. His management of these businesses included all aspects of business strategy, crisis management, risk management and operations. From his career at Heinz as well as his experience on the Mergers and Acquisitions Advisory Boards of Trilantic Capital Partners and Lehman Brothers Europe, Mr. Williams brings mergers and acquisitions knowledge to the Board.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE.

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Directors Continuing in Office Until the 2011 Annual Meeting

Timothy G. Bruer

Mr. Bruer became a director of Del Monte in August 1997. Mr. Bruer has served as Chief Executive Officer of Genisoy Food Co. Inc., a provider of soy protein products and sports nutrition, since April 2005. Mr. Bruer was Chief Executive Officer of Shadewell Grove Foods, Inc., a marketer and distributor of premium cookies until June 2007. Shadewell Grove Foods, Inc. was the successor company to Nonni’s Food Co., Inc., where he had served as Chief Executive Officer since December 1998. Mr. Bruer was President and Chief Executive Officer and a director of Silverado Foods, Inc. from April 1997 to December 1998. From 1992 until 1997, he was Vice President and General Manager of the Culinary Division of Nestle. Prior to that, he was a partner with Bain & Co., a global business consulting firm. Mr. Bruer is 53.

Mr. Bruer brings to the Board field-to-plate knowledge of operations, supply chain and logistics in the consumer packaged goods industry. As a current and former CEO, Mr. Bruer has experience in leadership, executive management, assessing business and non-business risk, and crisis management. The combination of strategic consulting and hands-on management gives him valuable perspectives on business judgment, strategy, and mergers and acquisitions. Finally, as the independent Director on the Board with the longest tenure, Mr. Bruer brings significant Company knowledge to the Board and a legacy of working with the Company in a wide range of circumstances.

Mary R. (Nina) Henderson

Ms. Henderson became a director of Del Monte in December 2002. She is a consultant to the consumer products and food industries. Ms. Henderson joined Bestfoods’ predecessor company, CPC International Inc., in 1972 and was Corporate Vice President of Bestfoods from 1993 until its acquisition by Unilever in 2000. At Bestfoods, Ms. Henderson also served as Vice President Global Core Business Development (Europe, Asia, Latin America and North America food service businesses) from 1999 through 2000; President of Bestfoods Grocery (U.S. consumer business) from 1997 to 1999; President of Bestfoods Specialty Markets (North American, Caribbean and worldwide export businesses) from 1993 to 1997; and President of Special Markets (branded food and non-food businesses) from 1983 to 1993. Ms. Henderson is 60.

With years of demonstrated industry experience, including a nearly thirty-year career at Bestfoods marketing well-known consumer brands, Ms. Henderson brings to the Board valuable insight into business strategy, operations, and consumer marketing issues specific to the consumer packaged goods industry. Her many years in management roles has equipped her with important executive management and leadership skills. In addition, she has substantial international markets expertise, and she has acquired extensive corporate governance experience through her service as a director of several other public companies.

Sharon L. McCollam

Ms. McCollam became a director of Del Monte in December 2007. Ms. McCollam has served as Executive Vice President, Chief Operating and Chief Financial Officer of Williams-Sonoma, Inc., a specialty retailer of home furnishings, since July 2006. She has been employed by Williams-Sonoma, Inc. since March 2000, where she also served as Executive Vice President and Chief Financial Officer from 2003 to 2006, Senior Vice President and Chief Financial Officer from late 2000 to 2003, and Vice President, Finance from early 2000. From 1993 to 2000, Ms. McCollam held a variety of positions at Dole Fresh Vegetables, a division of Dole Food Company, including Vice President and Chief Financial Officer from 1996 to 2000. Prior to that, Ms. McCollam held various senior financial positions at Page-Com, Inc., Ryder Aviall, Inc., a division of Ryder System, and Comac, Inc. Ms. McCollam began her career in public accounting with Arthur Young. Ms. McCollam is 48.

Ms. McCollam’s service in major public companies in both chief financial and chief operating officer roles, coupled with her standing as a Certified Public Accountant, allows her to bring accounting and finance expertise to the

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Board, as well as expertise in supply chain, information technology, and human resources. Additionally, Ms. McCollam has in-depth knowledge of investments in marketing, advertising, consumer research, and customer insights. Ms. McCollam also has significant international experience built upon her work at Williams-Sonoma, Dole Fresh Vegetables, and Ryder Aviall. Finally, Ms. McCollam brings crisis management experience to the Board having dealt with numerous corporate crises ranging from natural disasters to product recalls.

Directors Continuing in Office Until the 2012 Annual Meeting

Samuel H. Armacost

Mr. Armacost became a director of Del Monte in December 2002. In 2010, Mr. Armacost retired as the Chairman of the Board of Directors of SRI International, formerly Stanford Research Institute, an independent technology development and consulting organization, a position he held since 1998. He was a Managing Director of Weiss, Peck & Greer LLC, an investment management and venture capital firm, from 1990 until 1998 and Managing Director of Merrill Lynch Capital Markets from 1987 until 1990. Prior to that, Mr. Armacost held various positions at BankAmerica Corporation, serving as its President, Director and Chief Executive Officer from 1981 until 1986 and its Chief Financial Officer from 1979 to 1981. Mr. Armacost is 71.

Mr. Armacost’s experience as CEO and CFO of BankAmerica Corporation further developed his skills in the areas of leadership, executive management, business judgment, business strategy, and crisis management. In addition, Mr. Armacost brings to the Board expertise in accounting and finance, commercial and investment banking, and financial risk assessment. Through his board experience, Mr. Armacost has gained valuable knowledge of corporate governance, strategic and tactical planning, consumer marketing and the retail industry.

Terence D. Martin

Mr. Martin became a director of Del Monte in December 2002. Mr. Martin was Senior Vice President and Chief Financial Officer of the Quaker Oats Company from 1998 until his retirement in 2001. From 1995 to 1998, he was Executive Vice President and Chief Financial Officer of General Signal Corporation. Mr. Martin was Chief Financial Officer and Member of the Executive Committee of American Cyanamid Company from 1991 to 1995, and served as Treasurer from 1988 to 1991. Prior to that Mr. Martin held various financial positions including Chief Financial Officer and Director of the J. Walter Thompson Company and Senior Vice President and Controller of Chemical Bank. Mr. Martin was in public accounting for nineteen years including eight years as an audit partner with Price Waterhouse. Mr. Martin is 67.

From his various positions as Controller, Treasurer, and Chief Financial Officer, and his experience in public accounting, Mr. Martin brings substantial accounting and finance expertise, as well as business strategy and leadership experience, to the Board. Mr. Martin also developed experience in mergers, acquisitions, and divestitures in his public accounting work and in connection with the acquisitions of J. Walter Thompson Company, American Cyanamid Company, General Signal Corporation and Quaker Oats Company. All of Mr. Martin’s positions have included significant risk management. Finally, Mr. Martin has a strong understanding of international markets developed from his positions with several companies, each of which had at least 50% of their operations outside the United States.

Richard G. Wolford

Mr. Wolford joined Del Monte as Chief Executive Officer and a Director in April 1997. He was elected President of Del Monte in February 1998 and was elected Chairman of the Board in May 2000. From 1967 to 1987, he held a variety of positions at Dole Foods, including President of Dole Packaged Foods from 1982 to 1987. From 1988 to 1996, he was Chief Executive Officer of HK Acquisition Corp. where he developed food industry investments with venture capital investors. Mr. Wolford is 65.

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As a result of his thirteen years as CEO of the Company, Mr. Wolford brings to the Board unique perspectives and invaluable, in-depth knowledge of the Company, including its strategic opportunities, personnel, business relationships with key customers and suppliers, competitive positioning, history, culture, and all other aspects of its operations. With his extensive industry knowledge from his positions with the Company and Dole Foods, Mr. Wolford brings to the Board significant understanding of executive management, leadership, business judgment and strategy, operations, risk management and consumer marketing. Further, the Board benefits from Mr. Wolford’s prior experience as an executive in the demanding business and operational environments of privately held corporations.

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BOARD MEETINGS AND COMMITTEES

The Board of Directors of Del Monte Foods Company held five meetings during the fiscal year ended May 2, 2010. The Board of Directors currently has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

During the fiscal year ended May 2, 2010, each incumbent member of the Board of Directors attended 75% or more of the aggregate of the meetings of the Board of Directors and of the committees on which he or she served, held during the period for which he or she was a director or committee member, respectively.

The following table provides a summary of the membership of each of the standing committees of the Board of Directors as of May 2, 2010.

In addition, the Board of Directors may from time to time establish special committees.

AUDIT COMMITTEE

Responsibilities

The Audit Committee of the Board of Directors assists the Board in its oversight of the Company’s corporate accounting and financial reporting process. For this purpose, the Audit Committee performs several functions. The Audit Committee:

The Audit Committee is also responsible for periodically discussing with management the Company’s policies and guidelines regarding risk assessment and risk management. In connection with the Audit Committee’s duties and responsibilities relating to risk assessment and the control environment, the Audit Committee is responsible for reviewing and approving updates to the Company’s Standards of Business Conduct as well as reviewing the

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Company’s performance relative to such Standards. The Audit Committee has sole authority to grant waivers to directors and executive officers relating to the Company’s Standards of Business Conduct.

The Audit Committee is responsible for interacting directly with and evaluating the Company’s independent auditor. With respect to the independent auditor, the Audit Committee:

In connection with approving services by the Company’s independent auditor as required by Section 202 of the Sarbanes-Oxley Act of 2002, the Audit Committee has adopted a Statement of Policy and Procedures regarding Pre-Approval of Engagements for Audit and Non-Audit Services. See “Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm — Policies and Procedures Relating to Approval of Services by Auditor” for a discussion of this Statement.

The Audit Committee operates under a written charter adopted by the Board of Directors. For additional information regarding the Audit Committee’s duties and responsibilities, please refer to the Audit Committee’s Charter, which is available on the Company’s website at www.delmonte.com. As required under the Sarbanes-Oxley Act of 2002, the Audit Committee has in place procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Membership and Independence

Three directors currently comprise the Audit Committee: Messrs. Bruer and Martin and Ms. McCollam. Mr. Martin currently serves as the Chair of the Audit Committee. The Audit Committee consists entirely of directors who were determined by the Board of Directors to meet the definition of “independent” within the meaning of the Company’s Corporate Governance Guidelines, the Audit Committee’s Charter, Section 303A.02 of the NYSE listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended.

Each member of the Audit Committee is financially literate. Additionally, the Board of Directors has determined that each of Mr. Martin and Ms. McCollam qualifies as an “audit committee financial expert” as such term is defined in Securities and Exchange Commission rules. Our Corporate Governance Guidelines restrict Audit Committee members from simultaneously serving on the audit committees of more than three public companies (including Del Monte), without a specific Board determination that such simultaneous service will not impair the ability of such member to serve on the Audit Committee. Except for Mr. Martin who serves as a director on the audit committee of Dr. Pepper Snapple Group, Inc., the members of our Audit Committee do not currently serve on the audit committee of any other public company.

Fiscal 2010 Meetings

The Audit Committee met eight times during the fiscal year ended May 2, 2010.

COMPENSATION COMMITTEE

Responsibilities

The Compensation Committee of the Board of Directors reviews and approves the overall compensation strategy and policies for the Company. In this regard, the Compensation Committee:

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For a discussion of the Compensation Committee’s processes and procedures for the consideration and determination of executive compensation, including the role of its compensation consultant, please see “Executive Compensation — Compensation Discussion and Analysis.”

For a discussion of the Compensation Committee’s review of the Company’s compensation policies and practices and related risk assessment, please see “Executive Compensation — Compensation Risk Assessment.”

The Compensation Committee operates under a written charter adopted by the Board of Directors. For additional information regarding the Compensation Committee’s duties and responsibilities, please refer to the Compensation Committee’s Charter, which is available on the Company’s website at www.delmonte.com.

Membership and Independence

Three directors currently comprise the Compensation Committee: Messrs. Armacost, Martin and Williams. Mr. Armacost currently serves as the Chair of the Compensation Committee. The Compensation Committee consists entirely of directors who were determined by the Board of Directors to meet the definition of “independent” within the Company’s Corporate Governance Guidelines, the Compensation Committee’s Charter and Section 303A.02 of the NYSE listing standards, as well as the “non-employee director” standard within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and the “outside director” standard for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Fiscal 2010 Meetings

The Compensation Committee met six times during the fiscal year ended May 2, 2010.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Responsibilities

The Nominating and Corporate Governance Committee of the Board of Directors is responsible for overseeing the performance of the Board of Directors and its committees and developing the Company’s policies relating to corporate governance. In this regard, the Nominating and Corporate Governance Committee:

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For a discussion of the Nominating and Corporate Governance Committee’s processes and criteria used in evaluating and recommending to the Board of Directors the slate of nominees for directors to be elected by the Company’s stockholders (or, in the event of a vacancy to be filled by the Board, appointed to the Board), please see “Corporate Governance — Nomination Process.” For a discussion of the Nominating and Corporate Governance Committee’s processes and procedures for the consideration and determination of non-employee director compensation, please see “Director Compensation — Fiscal 2010 Director Compensation — Narrative Discussion of Director Compensation — Process.”

The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors. For additional information regarding the Nominating and Corporate Governance Committee’s duties and responsibilities, please refer to the Nominating and Corporate Governance Committee’s Charter, which is available on the Company’s website at www.delmonte.com.

Membership and Independence

Three directors currently comprise the Nominating and Corporate Governance Committee: Messrs. Lund and Morgan and Ms. Henderson. Ms. Henderson currently serves as the Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee currently consists entirely of directors who were determined by the Board of Directors to meet the definition of “independent” within the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee’s Charter and Section 303A.02 of the NYSE listing standards.

Fiscal 2010 Meetings

The Nominating and Corporate Governance Committee met four times during the fiscal year ended May 2, 2010.

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CORPORATE GOVERNANCE

THE BOARD’S ROLE IN RISK OVERSIGHT

Management is responsible for day-to-day enterprise risk management. In its oversight role regarding enterprise risk management, the Board of Directors reviews and approves the Company’s long-range strategic plan (which typically covers a three-year horizon) and reviews and approves the Company’s Annual Operating Plan. The long-range plan and Annual Operating Plan address, among other things, the risks and opportunities facing the Company. The Board receives regular updates regarding the Company’s progress against its Annual Operating Plan and reviews quarterly updates regarding the related risks and opportunities. The Board maintains control over significant transactions or decisions through the Company’s Operating Guidelines that require Board approval for certain corporate actions above specified levels (including material acquisitions or divestitures). The Board also has overall responsibility for executive officer succession planning and reviews succession plans each year, although it is assisted by the Compensation Committee which previews such plans prior to presentation to the full Board.

The Board has delegated certain risk management oversight responsibilities to the Board committees. As part of its responsibilities as set forth in its charter, the Audit Committee is responsible for discussing with management the Company’s policies and guidelines regarding risk assessment as well as the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures. In this regard, the Company’s head of internal audit annually compiles a comprehensive risk assessment report and reviews that report with the Audit Committee. This report identifies the material business risks (including operational, strategic, financial, reputational and compliance risks) for the Company, indicates the senior management owners of such risks, and identifies factors that respond to and mitigate those risks. After review by the Audit Committee, this report is reviewed by the full Board. The Audit Committee is also responsible for reviewing financial reporting risks and legal, compliance or regulatory matters that raise material issues with respect to or that could have a significant effect on the Company’s financial statements. In this regard, the Audit Committee receives annual reports from management on the Company’s Standards of Business Conduct, litigation, and various compliance matters, including environmental compliance. The Audit Committee also receives reports regarding the allocation targets used with respect to the Company’s pension assets as well as the performance of pension plan investments. Finally, the Audit Committee oversees the Company’s internal audit function as well as the Company’s internal controls, including its internal control over financial reporting.

The Compensation Committee is responsible for overseeing risk related to executive compensation. Additionally the Compensation Committee reviews the Company’s compensation policies and practices for all employees and assesses whether they create risks that are reasonably likely to have a material adverse effect on the Company. The Nominating and Corporate Governance Committee is responsible for overseeing risks associated with corporate governance and reviews corporate governance matters at least once a year. In connection with this responsibility, the Nominating and Corporate Governance Committee annually reviews the Company’s Corporate Governance Guidelines and their implementation. Each standing committee reports its activities and findings to the full Board.

CORPORATE GOVERNANCE GUIDELINES; NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP

The Board of Directors has adopted Corporate Governance Guidelines; the objective of the Corporate Governance Guidelines is to describe certain processes and procedures intended to provide reasonable assurance that directors, to whom the stockholders entrust the direction and success of the Company, act in the best interests of the Company and its stockholders. The Corporate Governance Guidelines address issues relating to the Board of Directors, such as membership, meetings and procedures, and duties and responsibilities, as well as issues relating to its committees, including charters, committee meetings, board oversight, and duties and responsibilities. The Corporate Governance Guidelines also provide for the appointment of a lead independent director and address other matters, including share ownership by directors under the Non-Employee Director Ownership Policy.

The Non-Employee Director Ownership Policy generally requires non-employee directors to own shares of common stock of the Company (including deferred stock units) having a value, as described in the Ownership Policy, equal to three times the annual cash retainer paid to the non-employee directors for service on the Board. Persons who were non-employee directors of the Company on or before September 21, 2006 have until October 30, 2011 to meet this requirement. All other non-employee directors have until the end of the fiscal quarter of the fifth anniversary of their election or appointment to the Board to meet this requirement.

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The Corporate Governance Guidelines, the Non-Employee Director Ownership Policy and the Charters of each of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board of Directors of the Company are available on the Company’s website at www.delmonte.com. Printed copies of these materials are also available to any stockholder upon written request to the Corporate Secretary, Del Monte Foods Company, P.O. Box 193575, San Francisco, California 94119-3575.

DIRECTOR ATTENDANCE AT THE ANNUAL MEETING OF STOCKHOLDERS

Pursuant to the Company’s Corporate Governance Guidelines, directors are expected to attend annual meetings of stockholders. All of the Company’s directors attended the 2009 Annual Meeting of Stockholders.

INDEPENDENCE OF THE BOARD OF DIRECTORS

Under the Company’s Corporate Governance Guidelines and in accordance with the listing standards of the New York Stock Exchange, a majority of the Board of Directors must qualify as independent directors. A director is currently considered “independent” if the Board of Directors affirmatively determines that the director has no material relationship with Del Monte (directly or as a partner, stockholder or officer of an organization that has a relationship with Del Monte). The Board of Directors has established the following guidelines to assist its determination of independence:

These guidelines are set forth in the Company’s Corporate Governance Guidelines, which are available on Del Monte’s website at www.delmonte.com.

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In June 2010, in connection with the 2010 Annual Meeting of Stockholders, the Board applied the standards set forth above to the members of the Board of Directors. Based upon such evaluations, the Board affirmatively determined that each of Messrs. Armacost, Bruer, Lund, Martin, Morgan, and Williams and Mmes. Henderson and McCollam were “independent” within the Corporate Governance Guidelines, applicable SEC rules and applicable NYSE rules. Mr. Wolford is considered an “inside” director because of his employment as Chairman of the Board, President and Chief Executive Officer of the Company. Questionnaires are sent periodically to the directors regarding matters that might affect their independence so that, if necessary, any change in circumstance may be evaluated by the Nominating and Corporate Governance Committee and the Board of Directors.

BOARD LEADERSHIP AND OUR INDEPENDENT LEAD DIRECTOR; EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

The Nominating and Corporate Governance Committee recommends, and the Board of Directors selects, a Chairman of the Board annually. Mr. Wolford currently serves Del Monte as its Chairman of the Board and also as its President and Chief Executive Officer. The Nominating and Governance Committee conducts an annual assessment of Del Monte’s corporate governance structures, which includes a review of its Board leadership structure and whether combining or separating the roles of Chairman and CEO is in the best interests of the Company. The Nominating and Corporate Governance Committee’s recommendations regarding corporate governance structures are reflected in Del Monte’s Corporate Governance Guidelines which are reviewed annually, and adopted, by the Board. The Corporate Governance Guidelines currently do not include a policy statement on whether the same person should serve as Chairman of the Board and Chief Executive Officer. The Board believes that it should have the flexibility to decide at any given point in time what leadership structure it believes best for the Company at that time. At present, Del Monte’s Board believes that it is in the Company’s best interests for the President and Chief Executive Officer to also serve as Chairman of the Board. The Board believes that this structure fosters an important unity of leadership between the Board and the Company and enables the Board to organize its functions and conduct its business in the most efficient and effective manner. Importantly, the Board believes that the Corporate Governance Guidelines implement processes and controls that support a strong and independently functioning Board and that, in the absence of an independent Chairman, the designation of an independent Lead Director facilitates such processes and controls and further strengthens the cohesiveness and effectiveness of the Board as a whole. The Nominating and Corporate Governance Committee periodically reviews and suggests the Board adopt refinements to the role and responsibilities of the Lead Director, enhancing the ability of this leadership structure to meet the needs of the Board and the Company from time to time.

In creating the Lead Director position, the Board of Directors did not intend for the Lead Director to infringe upon or interfere with the authority or responsibilities of the Chairman of the Board, the Chairs of the various Board committees or the individual directors. Furthermore, the Lead Director is not expected to become involved in the day-to-day management of the Company. Instead, the duties and responsibilities of the Lead Director include:

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Under Del Monte’s Corporate Governance Guidelines, the independent Directors select a Lead Director every two years. A director may not serve more than two full consecutive two-year terms as Lead Director unless otherwise determined by the Board of Directors.

Ms. Henderson served as Lead Director from September 2006 until September 2009. Mr. Lund began serving as Lead Director in September 2009.

As required under NYSE listing standards and the Company’s Corporate Governance Guidelines, the Company’s independent directors meet in regularly scheduled executive sessions at which only such directors are present. The Company’s Lead Director presides over these executive sessions. During fiscal 2010, our independent directors met in executive session four times.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Company’s Board of Directors, including a majority of the Company’s independent directors, has adopted a formal process by which stockholders or other interested persons may communicate with the Board or any of its directors. Persons interested in communicating with the directors regarding concerns or issues may address correspondence to a particular director, to the Board, to the Lead Director or to the independent directors generally, in care of Del Monte Foods Company at P.O. Box 193575, San Francisco, California 94119-3575. If no particular director is named, letters will be forwarded, as appropriate and depending on the subject matter, by the office of the Corporate Secretary to the Lead Director, the Chair of the Audit Committee, the Chair of the Compensation Committee, or the Chair of the Nominating and Corporate Governance Committee. Interested persons or stockholders, as applicable, may also contact the Board of Directors, Lead Director, Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee via telephone, electronic mail or the Web, as further described on the Company’s website at www.delmonte.com. The office of the Corporate Secretary reviews such communications for spam (such as junk mail or solicitations) or misdirected communications.

CODE OF ETHICS

The Company has adopted Standards of Business Conduct that apply to all Del Monte officers, directors and employees. The Standards of Business Conduct encompass the Company’s code of ethics applicable to its Chief Executive Officer, Chief Financial Officer, and principal accounting officer and controller. The Standards of Business Conduct are available on the Company’s website at www.delmonte.com. A printed copy of the Standards of Business Conduct is also available to any stockholder upon written request to the Corporate Secretary, Del Monte Foods Company, P.O. Box 193575, San Francisco, California 94119-3575. The Company intends to make any required disclosures regarding any amendments of its Standards of Business Conduct or waivers granted to any of its directors or executive officers on its website at www.delmonte.com.

NOMINATION PROCESS

The Nominating and Corporate Governance Committee of the Board of Directors has adopted a Process for Identifying, Evaluating and Recommending Director Nominees.

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including strength of character, an inquiring and independent mind, practical wisdom, and mature judgment. The current criteria used by the Nominating and Corporate Governance Committee in evaluating the qualifications of potential nominees for election to the Board of Directors are set forth in the Process and generally include whether the nominee:

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Candidates for director nominees are reviewed in the context of the current composition of the Board. In conducting this assessment, the Nominating and Corporate Governance Committee considers the competencies, additional experience criteria and other factors discussed under “Proposal 1 — Election of Directors — Qualifications of Members of our Board of Directors.”

From time to time, the Nominating and Corporate Governance Committee may retain the services of one or more third-party search firms to assist it in identifying and evaluating potential new members of the Board of Directors. Additionally, the Lead Director and the Chair of the Board of Directors, who is not a member of the Nominating and Corporate Governance Committee, may assist in evaluating potential new members of the Board of Directors, including interviewing such potential new members.

In evaluating whether to nominate an incumbent director whose term of office is set to expire, the Nominating and Corporate Governance Committee also reviews such director’s overall service to the Company during his or her term, including the number of meetings attended, participation in and contributions to the deliberations of the Board and its committees, and the benefits of continuity among Board members. In the event such incumbent director is a member of the Committee, such director recuses himself or herself from that portion of the meeting.

Based on the foregoing process, the Nominating and Corporate Governance Committee recommended that the Board of Directors nominate each of Messrs. Lund, Morgan and Williams for election to the Board of Directors at the 2010 Annual Meeting of Stockholders.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including its qualification criteria, based on whether the candidate was recommended or nominated by a stockholder or not. Stockholders who wish to recommend candidates for consideration by the Nominating and Corporate Governance Committee may do so by delivering a written recommendation to: Chair of the Nominating and Corporate Governance Committee, P.O. Box 193575, San Francisco, California 94119-3575. The Nominating and Corporate Governance Committee may also be contacted by electronic mail or other methods, as more fully described on the Company’s website at www.delmonte.com. Submissions should include the full name of the proposed candidate, a description of the proposed candidate’s business experience for at least the previous five years, a description of the proposed candidate’s qualifications as a director and a representation that the recommending stockholder is a beneficial or record owner of the Company’s stock.

Stockholders who wish to nominate (rather than simply recommend) a candidate for election at the Company’s annual meeting must submit such nomination in writing to: Corporate Secretary, Del Monte Foods Company, P.O. Box 193575, San Francisco, California 94119-3575. Such written nomination must be received by the Corporate Secretary not less than 90 days nor more than 120 days before the one year anniversary of the preceding year’s annual meeting, provided that the annual meeting is not more than 30 days before or more than 60 days after the one year anniversary of the preceding year’s annual meeting. If the Company’s annual meeting is held before the date that is 30 days before the one year anniversary of the preceding year’s annual meeting or more than 60 days after such anniversary, then such written nomination must be received not later than 90 days before such annual meeting or, if later, 10 days following the day on which public disclosure of the date of such annual meeting was first made.

A nomination by a Del Monte stockholder must contain the specific information required in Del Monte’s Bylaws, including without limitation, (i) with respect to each person whom such stockholder proposes to nominate for election or re-election as a director, all information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors, or would otherwise be required, in each case pursuant to Section 14(a) under the Securities Exchange Act of 1934, as amended, if such Section 14(a) (including Regulation 14A thereunder) were applicable (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) or any successor regulation or statute, (ii) information regarding material relationships and arrangements, including compensation and other monetary arrangements, between the

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proposed nominee and the stockholder proposing such nomination, (iii) the name and address of the stockholder proposing such nomination, (iv) the class or series and number of shares that are owned of record or beneficially owned by such stockholder on the date of such stockholder’s notice, and (v) such additional information as may be reasonably required. In addition, each stockholder nominee must deliver to the Company within the timeframes set forth in the Company’s Bylaws (x) a written questionnaire provided by the Company with respect to his or her background and qualifications and (y) a written representation and agreement provided by the Company regarding any voting commitments or assurances provided to third parties, any outside compensation, reimbursement or indemnification in connection with the prospective nominee’s service on the Company’s board, and compliance with the Company’s policies and procedures for directors. Del Monte’s current Bylaws can be obtained by sending a written request to the Corporate Secretary; the Bylaws may also be found on the Company’s website at www.delmonte.com. To date, the Nominating and Corporate Governance Committee has not received, nor rejected, a timely director nominee recommended by a stockholder or stockholders holding more than five percent of our voting stock.

The Process for Identifying, Evaluating and Recommending Director Nominees, as currently adopted, is available on the Company’s website at www.delmonte.com. The Nominating and Corporate Governance Committee retains the right (with the approval of the Board of Directors) to modify the Process, including the criteria for evaluating the qualifications of potential nominees for election to the Board of Directors as set forth therein, from time to time.

REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

Our Standards of Business Conduct set forth our general policies and procedures regarding how we will handle employee or director conflicts of interest. As part of the written policies and procedures regarding conflicts of interest set forth in our Standards of Business Conduct, directors and executive officers are required to complete a disclosure statement that sets forth such officer’s or director’s relationships, transactions, ventures, partnerships, employment, or affiliations that could give rise to a conflict of interest. Additionally, directors and executive officers are required to submit an updated disclosure statement regarding any potential related person transaction in advance of entering into the transaction. Under the Standards of Business Conduct, the Audit Committee must review and approve in advance any related person transaction involving a Del Monte officer or director. The Del Monte Law Department may be involved in determining whether a particular transaction is a related person transaction requiring review and approval by the Audit Committee.

The Board of Directors has also adopted a written Related Persons Transaction Policy in order to establish more detailed processes, procedures and standards regarding the review, approval and ratification of related person transactions and to provide greater specificity regarding what types of transactions constitute related person transactions. All related person transactions are prohibited unless approved or ratified by the Audit Committee or, in certain circumstances, the Chair of the Audit Committee.

The Related Persons Transaction Policy reminds directors and executive officers of their obligation under our Standards of Business Conduct to update their disclosure statement to reflect any potential conflict of interest or related person transaction. Additionally, the Policy confirms that each Del Monte director and executive officer must annually complete a questionnaire designed to elicit, among other things, information about potential related person transactions. Each director and executive officer must also promptly advise the Law Department or the Chair of the Audit Committee of any change to the information contained in the last completed questionnaire that could relate to the identification, review, approval or ratification of transactions that may constitute related person transactions.

The Del Monte Law Department reviews the information provided by Del Monte’s directors and executive officers and gathers the material facts and other information necessary to assess whether a proposed transaction would constitute a related person transaction for purposes of this Policy. If the Law Department determines that a transaction would be a related person transaction, the Law Department’s written assessment and the material facts of the proposed transaction would be submitted to the Audit Committee for consideration at its next meeting. In the event the Law Department, in consultation with Del Monte’s Chief Executive Officer, determines that it is not practicable or desirable for Del Monte to delay until the next Audit Committee meeting, such materials would instead be submitted to the Chair of the Audit Committee.

The Audit Committee (or, as applicable, the Chair of the Audit Committee) is expected to review the submitted materials and consider all other relevant facts and circumstances reasonably available to it including:

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The Related Persons Transaction Policy provides that the Audit Committee (or Chair of the Committee as applicable) shall only approve those related person transactions that are in, or are not inconsistent with, the best interests of Del Monte and its stockholders. Similar procedures apply to the ratification of related person transactions in the event a director, the Chief Executive Officer, Chief Financial Officer or General Counsel becomes aware of a related person transaction that has not been previously approved or ratified. However, in such event:

Under the Related Persons Transaction Policy, the Board of Directors determined that transactions entered into in the ordinary course of the Company’s business in which the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction with the Company, do not receive any special benefits as a result of the transaction, and the amount involved in the transaction equals less than two percent (2%) of the annual net revenues of each of the Company and the other entity that is a participant in the transaction do not create a material direct or indirect interest on behalf of a related person (as such term is defined in applicable SEC rules) and accordingly are not related person transactions (as such term is defined in applicable SEC rules). In addition, transactions are not related person transactions under the Related Persons Transaction Policy if they are excluded from the SEC disclosure requirements regarding related person transactions.

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DIRECTOR COMPENSATION

FISCAL 2010 DIRECTOR COMPENSATION

The following table sets forth compensation for the members of the Board of Directors of Del Monte Foods Company for fiscal 2010. Mr. Wolford, the Company’s Chairman of the Board, President and Chief Executive Officer, does not receive any additional compensation for his service as a director. Mr. Wolford’s compensation is reported in “Executive Compensation” and accordingly Mr. Wolford is not included in the following table.

These grants of restricted stock units to the non-employee directors were made pursuant to the Del Monte Foods Company Non-Employee Director Compensation Plan, as amended. For further information regarding such grants, see “— Narrative Discussion of Director Compensation — Del Monte Foods Company Non-Employee Director Compensation Plan — Equity Compensation” below.

Del Monte calculates the fair value of non-employee director stock awards under FASB ASC Topic 718 by first multiplying the average of the high and low price of Del Monte’s common stock on the date of grant by the number of shares subject to such stock award. Then, because the grants of restricted stock units to the non-employee directors are not credited with dividends during the vesting period, Del Monte reduces the value of the stock awards by the present value of the expected dividend stream during the vesting period using the risk-free interest rate in accordance with FASB ASC Topic 718. Del Monte assumes zero anticipated forfeitures in connection with valuing non-employee director stock awards for purposes of FASB ASC Topic 718.

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At the end of fiscal 2010, the following outstanding stock awards were held by members of the Board of Directors:

The dividend equivalents issued by the Company with respect to the deferred stock units are factored into the FASB ASC Topic 718 value of such awards.

For further information regarding the Del Monte Foods Company 2005 Non-Employee Director Deferred Compensation Plan, see “— Narrative Discussion of Director Compensation — Del Monte Foods Company 2005 Non-Employee Director Deferred Compensation Plan” below.

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Narrative Discussion of Director Compensation

Process

The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board of Directors regarding the compensation of non-employee directors. The Committee may not delegate this responsibility, which is set forth in its Charter. The Nominating and Corporate Governance Committee engages a compensation consultant to conduct a review of director compensation every one to two years. The review includes data from other companies (generally, the comparator group then being used in connection with executive compensation) as well as market trends in director compensation. The review completed in fiscal 2010 indicated that the Company’s total non-employee director compensation, which had not been adjusted since calendar 2006, had fallen below both the median and average total compensation of its peer group and that certain compensation components were no longer consistent with prevalent market practices (although significant variety was noted in the structure of various compensation programs). As a result, the Nominating and Corporate Governance Committee recommended to the Board of Directors certain amendments to non-employee director compensation. At the request of the Nominating and Corporate Governance Committee, Hewitt Associates, Inc. (which had conducted the fiscal 2010 review) assisted the Committee in developing its recommendation to the Board.

In light of the recommendation of the Nominating and Corporate Governance Committee, on October 23, 2009, the Board of Directors amended and restated the Del Monte Foods Company Non-Employee Director Compensation Plan. Consequently, non-employee director compensation for the second, third and fourth quarters of fiscal 2010 was based upon the Del Monte Foods Company Non-Employee Director Compensation Plan, as so amended, while compensation for the first quarter of fiscal 2010 was based upon the Plan prior to such amendment.

Del Monte executive officers play no role in recommending or determining non-employee director compensation, except that Mr. Wolford (as a member of the Board of Directors) participates in the deliberations and actions of the Board regarding the recommendations made by the Nominating and Corporate Governance Committee.

Del Monte Foods Company Non-Employee Director Compensation Plan

As amended and restated, the Del Monte Foods Company Non-Employee Director Compensation Plan eliminated standing committee per-meeting fees in favor of cash retainers and provided for increases in the existing cash retainers and equity compensation, commencing with the second quarter of fiscal 2010. All Del Monte directors other than Richard G. Wolford, the Company’s Chief Executive Officer, are currently eligible under the Del Monte Foods Company Non-Employee Director Compensation Plan.

Cash Retainers.  Each eligible director earns annual cash retainers, which are paid in quarterly installments in arrears as follows:

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Meeting Fees.  During the first quarter fiscal 2010, each eligible director earned a meeting fee for each meeting attended as follows:

* unless otherwise determined by the Board of Directors

Beginning with the second quarter fiscal 2010, fees for Board meetings and meetings of the three standing committees were eliminated; however, each eligible director earns $2,000 for each Special Committee meeting attended. Such meeting fees are paid quarterly in cash in arrears.

Equity Compensation.  Under the Del Monte Foods Company Non-Employee Director Compensation Plan, as amended and restated, each eligible director annually receives $110,000 worth of restricted Del Monte common stock or restricted stock units granted promptly after each annual meeting. These restricted stock or restricted stock units vest over three years from the date of grant (it being understood that in the event the date of the third regularly scheduled annual meeting is less than three full calendar years from the date of grant, such shares of restricted stock or such restricted stock units shall nevertheless vest immediately prior to such annual meeting). Non-employee directors elected or appointed to the Board between annual stockholder meetings receive upon election or appointment that percentage of the annual equity compensation dollar amount that equals the percentage of the year (beginning from the first day of the fiscal quarter of such Director’s appointment/election) remaining until the next annual stockholders meeting. Such grants vest in three approximately equal installments on the same vesting dates applicable to the other directors’ grants. The number of shares of restricted stock or number of restricted stock units issued is calculated by dividing the $110,000 (or such appropriate prorated amount) by the average of the high and low price of Del Monte’s common stock on the date of grant. These equity awards are issued under the Del Monte Foods Company 2002 Stock Incentive Plan. In the event of a Change of Control, as defined in the Del Monte Foods Company 2002 Stock Incentive Plan, as amended, all outstanding restricted stock and restricted stock units vest in full.

The amendment and restatement of the Del Monte Foods Company Non-Employee Director Compensation Plan was made subsequent to the September 24, 2009 annual meeting, and each Non-Employee Director had received on that date a restricted stock unit grant calculated based on $80,000, the then-applicable annual equity compensation amount. To reflect the additional $30,000 to be provided under the Plan as amended, the Plan provided for a one-time grant following the announcement of the second quarter fiscal 2010 results. These restricted stock units vest over the same time period as the grant made on September 24, 2009 and the number of restricted stock units issued was calculated by dividing the $30,000 by the average of the high and low price of Del Monte’s common stock on the date of grant.

Other.  The Del Monte Foods Company Non-Employee Director Compensation Plan, as amended, also provides for travel reimbursement, requires that 100% of the “profit shares” attributable to option exercises be held for one year, and confirms the ability of non-employee directors to defer certain compensation pursuant to the Del Monte Foods Company 2005 Non-Employee Director Deferred Compensation Plan (which was not affected by the amendment to the Non-Employee Director Compensation Plan). “Profit shares” are the option profit, net of taxes, expressed as a number of shares.

Del Monte Foods Company 2005 Non-Employee Director Deferred Compensation Plan

Under the Del Monte Foods Company 2005 Non-Employee Director Deferred Compensation Plan, non-employee directors may elect to defer the receipt of 0%, 50% or 100% of either or both of the cash and stock-based components of their compensation. The deferred amounts are converted into deferred stock units, which are distributed upon termination of service on the Board of Directors in the form of shares of Del Monte common stock.

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Such distribution is made, at the participant’s election with respect to each deferral period, either in a lump sum or in equal annual installments over not more than 15 years. Deferred stock units issued in connection with deferrals made under the 2005 Non-Employee Director Deferred Compensation Plan, as well as any shares distributed in respect thereof, are issued under the Del Monte Foods Company 2002 Stock Incentive Plan. Deferred stock units issued pursuant to the terms of the 2005 Non-Employee Director Deferred Compensation Plan are credited with dividends in the form of additional deferred stock units. The number of additional deferred stock units credited is determined by multiplying the number of deferred stock units held by the director on the applicable dividend record date by the per share cash dividend declared, and then dividing such amount by the average of the high and low price of Del Monte’s common stock on the applicable dividend payment date.

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PROPOSAL 2

AMENDMENT AND RESTATEMENT

OF THE CERTIFICATE OF INCORPORATION

TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS

On May 27, 2010, the Board of Directors voted to approve, and to recommend to our stockholders that they approve, a proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) to eliminate the supermajority voting provisions in the Certificate. A supermajority voting provision is generally one that requires a vote threshold greater than a simple majority. The Certificate currently contains two supermajority voting provisions:

Supermajority voting provisions are intended to facilitate corporate governance stability by requiring broad stockholder consensus to effect changes. In addition, they provide anti-takeover protection for the Company. However, many investors and others have begun to view supermajority voting provisions as conflicting with principles of good corporate governance. These investors also assert that supermajority voting provisions cause boards and management to be less responsive to stockholders. While supermajority voting requirements can be beneficial, the Board of Directors nevertheless has determined that there are compelling arguments for eliminating the supermajority voting provisions. For example, supermajority voting requirements essentially provide veto power to a large minority of stockholders. Moreover, providing a lower threshold for stockholder votes can increase the ability of stockholders to participate effectively in the Company’s corporate governance.

In deciding to recommend elimination of the supermajority voting provisions in the Certificate, the Board of Directors considered the arguments in favor of and against the existing supermajority voting provisions and determined that it is in the Company’s best interests to eliminate them as proposed.

Stockholders are requested in this Proposal 2 to approve the proposed amendment and restatement of the Certificate. The affirmative vote of the holders of a majority of the outstanding shares entitled to vote at the annual meeting will be required to approve the proposed amendment and restatement of the Certificate. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes also will have the same effect as negative votes.

The general description of the proposed amendment and restatement of the Certificate set forth above is qualified in its entirety by reference to the text of the proposed Amended and Restated Certificate of Incorporation, which is attached as Annex A to these proxy materials. Additions to the Certificate are indicated by underlining and deletions to the Certificate are indicated by strike-outs.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 2.

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PROPOSAL 3

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 1, 2011, and the Board of Directors is submitting the appointment of the independent registered public accounting firm for ratification by the stockholders at the annual meeting. KPMG LLP has served as Del Monte’s independent registered public accounting firm since fiscal 2004. A representative of KPMG LLP is expected to be present at the annual meeting. He or she will have an opportunity to make a statement at the annual meeting and will be available to respond to appropriate questions.

Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm. However, the Audit Committee of the Board of Directors recommended, and the Board of Directors is, submitting the appointment of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the annual meeting will be required to ratify the appointment of KPMG LLP. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes.

AUDITOR’S FEES

With respect to the fiscal years ended May 2, 2010 and May 3, 2009, the aggregate fees billed by KPMG LLP were as follows:

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The Audit Committee determined that the non-audit services provided by KPMG LLP during the fiscal year ended May 2, 2010 were compatible with maintaining the independence of KPMG LLP.

POLICIES AND PROCEDURES RELATING TO APPROVAL OF SERVICES BY AUDITOR

Consistent with SEC rules regarding auditor independence, the Audit Committee has responsibility for appointing, as well as setting the compensation and overseeing the work of, the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has adopted policies and procedures for the approval in advance, or “pre-approval,” of audit and non-audit services rendered by our independent auditor, KPMG LLP. All services provided by KPMG LLP during fiscal 2010, as described above, were approved by the Audit Committee in advance of KPMG LLP providing such services.

Pursuant to the Statement of Policy and Procedures regarding Pre-Approval of Engagements for Audit and Non-Audit Services, to the extent particular services may be identifiable prior to or at the beginning of the Company’s fiscal year, the Audit Committee encourages management to submit proposals regarding such services prior to or at the beginning of such year. Typically, the Audit Committee considers such services at its June meeting. In connection with approving such annually identifiable services, the Audit Committee reviews a brief description of each such service as well as an estimate of the expected fees associated with each such service. As necessary, the Audit Committee or, as described below, the Chair of the Audit Committee considers other services on an individual case-by-case basis before the independent auditor is engaged to provide each service, generally based on a brief description of the proposed service and an estimate of the expected fees associated with such service. Additional information must be provided to the Committee or Chair of the Audit Committee in connection with the approval of permitted tax services.

To ensure prompt handling of matters between meetings of the Audit Committee, authority to approve services between Audit Committee meetings has been delegated to the Chair of the Audit Committee, provided that the expected fees for each service approved by the Chair does not exceed $50,000 and that the aggregate expected fees for all services so approved from one meeting of the Audit Committee to the next does not exceed $150,000. The Chair must report all services approved under this delegated authority to the Audit Committee at its next scheduled meeting. A copy of the Statement of Policy and Procedures regarding Pre-Approval of Engagements for Audit and Non-Audit Services is available on the Company’s website at www.delmonte.com.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 3.

REPORT OF THE AUDIT COMMITTEE

As more fully described in its Charter, the Audit Committee assists the Board of Directors in its oversight of Del Monte’s corporate accounting and financial reporting process and interacts directly with and evaluates the performance of Del Monte’s independent registered public accounting firm.

In the performance of its oversight function, the Audit Committee has reviewed Del Monte’s audited consolidated financial statements for the fiscal year ended May 2, 2010 and has met with both management and Del Monte’s independent registered public accounting firm, KPMG LLP, to discuss those consolidated financial statements. The Audit Committee has discussed with KPMG LLP those matters related to the conduct of the audit that are required to be communicated by the independent registered public accounting firm to the Audit Committee under the Rules adopted by the Public Company Accounting Oversight Board (“PCAOB”), including KPMG LLP’s judgments as to the quality, not just the acceptability, of Del Monte’s accounting principles. In addition, the Audit Committee has reviewed and discussed with management and KPMG LLP, respectively, 1) management’s assessment of the effectiveness of Del Monte’s internal control over financial reporting, and 2) KPMG LLP’s evaluation of the effectiveness of Del Monte’s internal control over financial reporting.

The Audit Committee discussed with Del Monte’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee met separately with the independent registered public accounting firm, without management present, to discuss the results of its audits, its evaluation of Del Monte’s internal controls and the overall quality of Del Monte’s financial reporting.

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The Audit Committee has received from KPMG LLP the required written disclosures and letter regarding its independence from Del Monte, as set forth in the applicable requirements of the PCAOB, and has discussed with KPMG LLP its independence. The Audit Committee has also reviewed and considered whether the provision of other non-audit services by KPMG LLP is compatible with maintaining the auditor’s independence.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements of Del Monte for the fiscal year ended May 2, 2010 be included in Del Monte’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on June 29, 2010.

It is not the duty of the Audit Committee to conduct audits, to independently verify management’s representations or to determine that Del Monte’s financial statements are complete and accurate, prepared in accordance with United States generally accepted accounting principles or fairly present the financial condition, results of operations and cash flows of Del Monte. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting. The independent registered public accounting firm retained by the Audit Committee is responsible for performing an independent audit of the consolidated financial statements and the effectiveness of internal control over financial reporting, and for reporting the results of their audit to the Audit Committee. The Audit Committee reviews and monitors these processes. In giving its recommendation to the Board of Directors, the Audit Committee has expressly relied on (i) management’s representation that such financial statements have been prepared in conformity with United States generally accepted accounting principles and (ii) the report of the Company’s independent registered public accounting firm, with respect to such financial statements.

The Audit Committee

Terence D. Martin, Chairman

Timothy G. Bruer

Sharon L. McCollam

The foregoing Report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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OWNERSHIP OF DEL MONTE FOODS COMPANY COMMON STOCK

The following table sets forth information regarding beneficial ownership of Del Monte common stock as of July 9, 2010, the most recent practicable date, (1) by each person or entity who is known by Del Monte to own beneficially more than 5% of Del Monte common stock; (2) by each of Del Monte’s current directors; (3) by each current executive officer who is one of the named executive officers of Del Monte identified in the table set forth under the heading “Executive Compensation — Summary Compensation Table;” and (4) by all of Del Monte’s current executive officers and directors as a group. Information with respect to beneficial ownership by 5% stockholders has been based on information filed with the Securities and Exchange Commission pursuant to Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, all Section 16(a) filing requirements applicable to Del Monte’s executive officers, directors and greater than ten percent beneficial owners during the fiscal year ended May 2, 2010 were complied with, except that a Form 3 timely filed for Mr. Brown was amended to add one indirect holding and one Form 4 was filed late for Messrs. Bodner, Cole, Meyers and Muto and two Forms 4 were filed late for Mr. French, each relating to one transaction.

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EXECUTIVE OFFICERS

The following table sets forth the name, age and positions, as of August 16, 2010 (the date of this proxy statement), of individuals who are currently executive officers of Del Monte Foods Company. To the Company’s knowledge, there are no family relationships between any director or executive officer and any other director or executive officer of the Company. These individuals hold the same positions with Del Monte Corporation, the Company’s wholly-owned subsidiary. Executive officers serve at the discretion of the Company’s Board of Directors. Additionally, executive officers may be elected to the Board of Directors. Mr. Wolford currently serves as the Chairman of the Board of Directors.

Richard G. Wolford, Chairman of the Board, President and Chief Executive Officer; Director

Mr. Wolford joined Del Monte as Chief Executive Officer and a Director in April 1997. He was elected President of Del Monte in February 1998 and was elected Chairman of the Board of Directors of Del Monte Foods Company in May 2000. From 1967 to 1987, he held a variety of positions at Dole Foods, including President of Dole Packaged Foods from 1982 to 1987. From 1988 to 1996, he was Chief Executive Officer of HK Acquisition Corp. where he developed food industry investments with venture capital investors.

Nils Lommerin, Chief Operating Officer

Mr. Lommerin was appointed Chief Operating Officer in January 2008. He joined Del Monte in March 2003 as Executive Vice President, Human Resources and was appointed Executive Vice President, Operations in July 2004. From March 1999 to July 2002, he was with Oxford Health Plans, Inc., where he most recently served as Executive Vice President, Operations and Corporate Services. From November 1991 to February 1999, Mr. Lommerin held a variety of senior Human Resources positions with PepsiCo, Inc.

David L. Meyers, Executive Vice President, Administration and Chief Financial Officer

Mr. Meyers joined Del Monte in 1989. He was elected Chief Financial Officer of Del Monte in December 1992 and served as a member of the Board of Directors of Del Monte Foods Company from January 1994 until consummation of Del Monte’s recapitalization in 1997. Prior to joining Del Monte, Mr. Meyers held a variety of financial and accounting positions with RJR Nabisco (1987 to 1989), Nabisco Brands USA (1983 to 1987) and Standard Brands, Inc. (1973 to 1983).

David W. Allen, Executive Vice President, Operations

Mr. Allen was appointed to his current position in April 2010. Mr. Allen was Senior Vice President, Operations and Supply Chain from June 2006 to April 2010, having served previously as a consultant to Del Monte beginning in November 2005. Prior to that, Mr. Allen was Chief Operating Officer of U.S. Foodservice, a division of Royal Ahold, from 2004 to 2005 and Chief Executive Officer of WorldChain, Inc., a supply chain services company, from 2001 to 2004. He served as Vice President, Worldwide Operations of Dell Inc. from 1999 to 2000. From 1991 to

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1999, Mr. Allen held a variety of positions at Frito-Lay North America, a division of PepsiCo, Inc., most recently as its Senior Vice President, Operations. Mr. Allen also serves on the board of directors of American Italian Pasta Company.

Larry E. Bodner, Executive Vice President, Finance

Mr. Bodner joined Del Monte in July 2003 and was appointed to his current position in April 2010. Mr. Bodner was Senior Vice President, Finance and Investor Relations from October 2007 to April 2010; Vice President, Finance and Investor Relations from July 2006 to October 2007; and Vice President, Internal Reporting and Financial Analysis from July 2003 to July 2006. Prior to joining Del Monte, he was Chief Operating Officer of Market Compass from May 2001 to July 2003 and Chief Operating Officer/ Chief Financial Officer of SelfCare from 1998 to 2001. From 1995 to 1997, Mr. Bodner held a variety of senior financial positions with The Walt Disney Company. From 1986 to 1994, Mr. Bodner held a variety of finance positions with The Procter & Gamble Company.

Timothy A. Cole, Executive Vice President, Sales

Mr. Cole joined Del Monte in September 2004. From 1979 to September 2004, Mr. Cole held a variety of positions with The Quaker Oats Company, now a unit of PepsiCo, Inc., where he became Vice President of National Accounts for the United States.

Marc L. Brown, Senior Vice President, Corporate Service Center and Chief Information Officer

Mr. Brown joined Del Monte in December 2002 and was appointed Senior Vice President, Corporate Service Center and Chief Information Officer in May 2008. Mr. Brown was Vice President, Chief Information Officer from May 2004 to May 2008 and Vice President, Information Technology from April 2003 to May 2004, and Mr. Brown served as Vice President, Information Systems from December 2002 to April 2003. From August 1996 to December 2002, he held a variety of information technology positions with the Heinz North America and Heinz Frozen Foods divisions of the H.J. Heinz Company. Prior to August 1996, Mr. Brown was with Andersen Consulting.

Richard L. French, Senior Vice President, Treasurer, Chief Accounting Officer and Controller

Mr. French joined Del Monte in 1980 and was elected to his current position in June 2008. Mr. French was Senior Vice President, Chief Accounting Officer and Controller of Del Monte from May 1998 through June 2008 and Vice President and Chief Accounting Officer from August 1993 through May 1998. Prior to August 1993, he held a variety of positions within Del Monte’s financial organization.

Richard W. Muto, Senior Vice President and Chief Human Resources Officer

Mr. Muto joined Del Monte in 1974 and was elected to his current position in June 2008. Mr. Muto was Vice President, Human Resources from June 2007 to June 2008 and Vice President, Human Resources, U.S. and International Operations of Del Monte from December 1992 through June 2007. Prior to December 1992, he held a variety of positions within Del Monte’s human resources organization and, from 1986 to 1989, RJR Nabisco.

William D. Pearce, Senior Vice President, Chief Marketing Officer

Mr. Pearce joined Del Monte as Senior Vice President, Chief Marketing Officer in May 2008. From March 2007 to May 2008, he was Chief Executive Officer of Foresight Medical Technologies, a medical device start up in the emergent medical field. Prior to that, he was with Taco Bell Corporation, where he served as Chief Marketing Officer from December 2005 to February 2007 and Vice President, Marketing from October 2004 to December 2005. From August 2003 to September 2004, he was Vice President, Marketing of Campbell Soup Company. From June 1992 to August 2003, Mr. Pearce held a variety of marketing positions with Procter & Gamble Company.

James G. Potter, Senior Vice President, General Counsel and Secretary

Mr. Potter joined Del Monte in October 2001 and was elected to his current position in September 2002. From December 1997 to December 2000, he was Executive Vice President, General Counsel and Secretary of Provident Mutual Life Insurance Company. From 1989 to November 1997, Mr. Potter was the Chief Legal Officer of The Prudential Bank and Trust Company and The Prudential Savings Bank, subsidiaries of The Prudential Insurance Company of America.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section of the proxy statement explains how Del Monte’s executive compensation programs are designed and operate with respect to Richard G. Wolford, Chief Executive Officer (CEO), Nils Lommerin, Chief Operating Officer (COO), David L. Meyers, Chief Financial Officer (CFO), Timothy A. Cole, Executive Vice President (EVP), Sales and David W. Allen, EVP, Operations (referred to as our named executive officers). This section also identifies the material elements and objectives of compensation provided to the named executive officers in fiscal 2010, and the reasons supporting such compensation. For a complete understanding of our executive compensation program, this Compensation Discussion and Analysis should be read in conjunction with the Summary Compensation Table and other compensation disclosures included in this proxy statement.

Overview

Generally, the material elements and objectives of Del Monte’s executive compensation program did not change from fiscal 2009 to fiscal 2010. Del Monte continues to provide a compensation package for its executive officers consisting generally of base pay, performance-based annual cash incentives, long-term equity incentives (including performance-based equity grants), a limited cash perquisite allowance and supplemental retirement, deferred compensation, severance and change-of-control benefits. Executive compensation packages continue to be based on compensation principles and objectives focused on providing competitive pay opportunities generally targeted at or above the market median (if performance meets target levels) that also serve to align executive officers’ efforts with the interests of stockholders.

For fiscal 2010, the Compensation Committee approved an adjustment to the relative weighting of Del Monte’s Annual Incentive Program (AIP) corporate and individual performance objectives for Senior Vice Presidents (SVPs) – specifically, this adjustment shifted more emphasis to the achievement of corporate financial objectives, and brought the weightings in line with those applicable to the remainder of our executive officers. Effective in fiscal 2010, 85% of the target AIP award for the SVPs is based on achievement of established corporate financial objectives, compared to 70% in fiscal 2009. The Compensation Committee believes that the increased weighting of corporate financial objectives further aligns executives’ efforts with the interests of stockholders in keeping with Del Monte’s compensation philosophy. David Allen, our EVP, Operations previously served as Senior Vice President, Operations and Supply Chain, and was appointed to his current role in April 2010. Accordingly, the adjustment to the performance objectives weighting applied to his target AIP award.

Payments under the Company’s AIP reflected the Company’s superior performance in fiscal 2010. As discussed in further detail below under the heading “How were the fiscal 2010 cash annual incentive awards determined?,” the Company met and exceeded the target corporate performance objectives relating to adjusted earnings per share from continuing operations (EPS) and cash flow, set by the Committee for fiscal 2010. Adjusted EPS was $1.30, a 76% increase compared to $0.74 in fiscal 2009. Cash flow was $251.0 million, a 50% increase compared to adjusted cash flow of $167.2 million in fiscal 2009. Net sales grew to $3,739.8 million in fiscal 2010 from $3,626.9 million in fiscal 2009. The Company’s performance, together with each named executive officers’ individual performance, resulted in above-target annual incentive payments to each of the named executive officers.

Additionally, the Company’s strong performance resulted in the vesting of certain outstanding performance accelerated restricted stock units (PARS) and performance share units previously awarded as part of the Company’s long-term equity incentives. As discussed further under the heading “Was there any vesting of long-term incentive awards pursuant to fiscal 2010 performance?,” the Company met and exceeded the relative total shareholder return (RTSR) targets applicable to the PARS granted in fiscal 2007 and 2008 as well as the return on invested capital (ROIC) targets applicable to the performance share units granted in fiscal 2006 and 2007.

Finally, as discussed further below under the heading “Why does Del Monte provide supplemental retirement and deferred compensation benefits to its executives?,” in fiscal 2010, the Committee froze participation in the Del Monte Corporation AIP Deferred Compensation Plan (DMC AIP Deferred Compensation Plan), and approved a new deferred compensation plan. Like the prior plan, the new plan allows executives to defer all or part of their AIP award. However, the new plan does not provide a Company match on participant elective deferrals. In addition, payment of amounts deferred under the new plan will be in cash, rather than in Del Monte common stock as provided in the prior DMC AIP Deferred Compensation Plan.

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Compensation Objectives, Principles and Process

What are Del Monte’s executive compensation program objectives and principles?

The primary objective of Del Monte’s executive compensation program is to attract and retain executives of exceptional caliber who will provide strong, competitive leadership in the food industry, drive stockholder value through superior performance and align their interests with those of our stockholders. Toward that end, executive compensation at Del Monte comprises a portfolio of cash and equity-based elements designed to reward both corporate and individual performance, provide short and long-term incentives and compensate our executives both currently and upon retirement. The following compensation principles developed by our Compensation Committee, approved by our Board of Directors and described in the Committee’s Charter, supplement and support the compensation objectives described above:

We believe that our compensation program, which adheres to the foregoing objectives and principles, continues to assist Del Monte in creating and retaining a strong executive team which shares a common view of Del Monte’s business and works to create and sustain stockholder value.

What are the Compensation Committee’s processes for setting executive compensation?

The Compensation Committee reviews and approves our overall compensation strategy and policies, and annually sets the compensation of executive officers. The Committee makes decisions regarding executive compensation with input from the CEO, other members of management and an executive compensation consultant engaged directly by the Committee for executive compensation purposes. Hewitt Associates, LLC, served as this consultant until January 2010. During the term of their engagement by the Committee, Hewitt Associates provided no other services to the Company (other than any services on behalf of the Nominating and Corporate Governance Committee). In January 2010, the Committee engaged Exequity, LLP to serve as its compensation consultant. Under the terms of this engagement, in the event Exequity provides other services to the Company, such services (other than any services on behalf of the Nominating and Corporate Governance Committee) are subject to prior notification and approval of the Compensation Committee or its Chairman. No such services are currently performed by Exequity. At its meetings, the Committee regularly holds executive sessions, which exclude management and, subject to the Committee’s discretion, may include its executive compensation consultant. As discussed further below, the Committee employs a number of processes designed to align the executive compensation program with its objectives, including reference to compensation levels at companies in our compensation comparator group and assessment of individual and Company performance.

Peer Group Comparison.  To be able to attract and retain top-level executive officers as we compete for customer programs and mindshare, we strive to provide total target direct compensation packages (including base salary, an annual incentive award at target and long-term incentive awards at target) to our executive officers, including our named executive officers, that are competitive and consistent with those provided by (1) major branded food and consumer products companies that are similar in size to Del Monte and require comparable leadership

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competencies, skills, and experiences, and (2) other similar sized organizations that operate in the markets in which we compete for executive talent.

Working with its compensation consultant, the Committee has approved the compensation comparator group, comprised of publicly-traded and privately-held companies for such comparison purposes. The Committee reviews the compensation comparator group annually, making adjustments as it deems appropriate. In March 2009, upon consultation with Hewitt Associates, the Committee’s then compensation consultant, the Committee removed WM. Wrigley Jr. Company from the compensation comparator group in light of Wrigley’s acquisition by Mars, Inc. With this adjustment, in fiscal 2010, the compensation comparator group for purposes of target total direct compensation comprised the following companies having median annual revenues of $5.2 billion:

Determinations of total target direct compensation for Del Monte’s executive officers begin with management’s identification of the responsibilities, leadership competencies, technical skills and experience required for the executive position. The Committee then reviews a comparative analysis with respect to each executive position, based on the competitive data, analysis and advice supplied by its compensation consultant for the compensation comparator group. If no comparable position is identified in the compensation comparator group, the Committee may look to other publicly available data or survey data provided by its compensation consultant, as well as internal comparisons to other executives, to determine an appropriate competitive compensation level. For example, a Del Monte executive position may be mapped to a general industry position with similar impact, scope and rank in the corporate hierarchy. In general, the total direct compensation of our named executive officers falls slightly below the median of the compensation comparator group.

As discussed in further detail below under the heading “How were the fiscal 2010 amounts of long-term incentive awards determined?,” a second comparator group, the relative total shareholder return (RTSR) performance comparator group, was approved by the Committee for use in connection with Del Monte’s performance accelerated restricted stock unit (PARS) and performance share unit awards, which provide for accelerated vesting of PARS awards and vesting or forfeiture of performance share unit awards based on the achievement of RTSR targets.

Individual and Corporate Performance Assessment.  The Committee also considers an executive officer’s individual performance, experience and contribution to overall corporate success in adjusting base salaries and establishing incentive compensation. As part of the individual performance assessment, the Committee reviews and may consider the prior year’s base salary adjustment, if any, for each executive. For the named executive officers, the Committee reviews tally sheets which detail the value, earnings and accumulated potential payout of each element of the executive’s compensation, including equity awards. Each tally sheet also summarizes retirement benefits and quantifies the benefits we are required to provide under various employment termination scenarios, including termination upon change of control. The tally sheets are informational and help the Committee to track changes in each named executive officer’s total direct compensation from year-to-year and to remain aware of the compensation historically paid to each executive officer. Company performance, while considered in adjusting base salaries and granting equity awards, is more specifically reflected in annual incentive award determinations as described in more detail below in the discussion under the heading “How were the fiscal 2010 cash annual incentive awards determined?”

What percentage of a named executive officer’s target total direct compensation is at-risk?

In fiscal 2010, the percentage of target total direct compensation allocated to “at-risk” compensation (in the form of targeted annual and long-term incentive awards) for our named executive officers was approximately as follows:

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The Committee does not apply specific allocations between cash and equity-based compensation or between short-term and long-term compensation when setting each year’s total direct compensation package. However, the at-risk allocations approved for fiscal 2010 reflect the Company’s intention that a large majority of the total direct compensation of Del Monte’s executives should be tied to the Company’s performance and that at-risk allocation should increase based on compensation and grade level.

What are the roles of the Compensation Committee, compensation consultant and management in determining executive compensation?

Executive compensation is set by the Compensation Committee, with support provided by its compensation consultant, the CEO and other members of management. In fiscal 2010, both the compensation consultant and the CEO attended portions of all the regularly scheduled Committee meetings. The processes of the compensation comparator group analysis and performance assessments described above are used to evaluate the compensation of our executive officers. Generally, this process includes any necessary updates to executive position descriptions based upon management’s (including the CEO’s) identification of the responsibilities, leadership competencies, technical skills and experience required for each executive officer position. Any changes made to these executive position descriptions are discussed with and approved by the Committee. The compensation consultant then compiles the compensation peer group comparator data and market survey data relevant to the executive position descriptions provided by management and submits them to the Committee for its consideration. The Committee determines base salary and target levels of annual and long-term incentives for each of the named executive officers after considering the compensation comparator group data and other individual and Company factors, as discussed further below in “Components of Executive Compensation.” In connection with the Committee’s determination, the CEO typically provides the Committee with his insights regarding these other individual and Company factors that may impact base salary and annual incentive and long-term incentive targets for the other executive officers. In addition, the CEO provides the Committee, at its request, with a self-evaluation regarding his performance during the year. This self-evaluation is circulated to the full Board of Directors for its review and comment. Although the CEO provides the Committee with his self-evaluation, the CEO’s base salary and incentive compensation are determined during an executive session where only the Committee members and the compensation consultant are present. The CEO’s annual base salary and target annual and long-term incentive awards are further subject to review and approval by the independent members of the Board.

Specifically, with regard to the AIP, each year the Committee approves the corporate objectives as well as individual objectives for each executive officer, which impact the amount of the executive’s annual incentive compensation. As discussed in greater detail below, the corporate objectives are typically based on the annual operating plan, which is approved by the full Board. Management (including the CEO) recommends to the Committee the financial metrics and goals (e.g., adjusted EPS, net sales and cash flow) relating to the annual operating plan it believes should be used for the corporate objectives. The Committee then establishes the corporate objectives. The CEO submits to the Committee proposed individual performance objectives for each of the Company’s executive officers, including the CEO, which are reviewed and approved by the Committee. At the end of the fiscal year, the CEO provides his evaluation of each executive officer’s performance against individual objectives for the Committee’s consideration and approval as part of his recommendation for appropriate compensation awards under the AIP. Like the other participants in the AIP, the CEO completes a self-evaluation of his performance against his individual objectives under the AIP. The Committee determines the CEO’s individual objective score and related compensation award under the AIP during an executive session where only the Committee members and the compensation consultant to the Committee are present.

Components of Executive Compensation

What are the key elements of Del Monte’s executive compensation program?

For fiscal 2010, named executive officer compensation consisted principally of the elements identified in the following chart in addition to the health, welfare and retirement plans and programs generally available to all salaried employees:

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How were the fiscal 2010 base salaries determined?

As described above, in September 2009, base salaries for four of our named executive officers – our CEO, COO, CFO and our then SVP, Operations and Supply Chain (who was appointed in April 2010 to the role of EVP, Operations) – were compared to the median salaries, by position, of our compensation comparator group. Based on information provided by Hewitt Associates (our then compensation consultant) and management, Del Monte’s EVP, Sales position was determined by the Committee to have a unique combination of functional scope and high level executive impact on Del Monte’s broader corporate strategy, as compared to the top sales positions identified in Del Monte’s compensation comparator group companies (which typically report at the group or division level and not the entire company). Therefore, the Committee targeted the EVP, Sales compensation to the fifth highest paid proxy position from Del Monte’s compensation comparator group. Pursuant to this process, and also taking into consideration each named executive officer’s individual performance, experience and contribution to overall corporate success, the Committee reviewed, with the assistance of its compensation consultant, all elements of total direct compensation for the Company’s named executive officers and approved salary increases for all of the named executive officers in fiscal 2010.

The CEO’s base salary increase was in recognition of his Company leadership and personal contributions, and that his base salary had remained unchanged since fiscal 2008. The CFO’s base salary increase, although placing him above the 50^th percentile of the compensation comparator position, reflects the fact that his responsibility and oversight scope is broader than that of a typical chief financial officer position, as well as his tenure and significant experience. The COO’s base salary increase was intended to reflect his performance and was meant to bring his base salary closer to the market median for his position, taking into account the wide pay range identified by Hewitt’s review of the compensation comparator group. The EVP, Sales’ base salary increase was based, in part, on his demonstrated impact on the Company, his overall contributions to the Company and his proven ability to translate strategy into sales execution. Finally, our then SVP, Operations and Supply Chain’s base salary increase was primarily reflective of his significant contributions to the Company and improvements in supply chain operations. Based upon the foregoing and consistent with general market increases and maintaining our desired median position within the compensation comparator group, in September 2009, the following increases in base salary were approved:

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Effective April 1, 2010, our SVP, Operations and Supply Chain was appointed to EVP, Operations. In connection with such promotion, his base salary was increased by an additional 3.7%.

How were the fiscal 2010 cash annual incentive awards determined?

Under the AIP, management employees, including the named executive officers, may earn cash incentive payments based on a fixed target percentage of base salary during the fiscal year if corporate and individual performance objectives for the fiscal year are attained. The target percentage of any executive’s base pay increases with one’s scope of responsibility. The Committee may also give consideration to competitive pay opportunities and performance expectations in setting target award percentages. The Committee approves the corporate performance objectives and related targets, as well as the executive officers’ individual performance objectives, within the first quarter of each fiscal year. The Committee generally bases the targets for the corporate performance objectives on the annual operating plan, which is typically reviewed prior to the beginning of the fiscal year and is approved by our Board of Directors.

For fiscal 2010, the Committee chose adjusted EPS from continuing operations, net sales and cash flow as the AIP corporate objectives because it believes that these metrics are critical to Del Monte’s overall corporate and operational performance, reinforce management focus on the annual business plan and, together, drive long-term stockholder value creation. Consistent with its compensation principles, the Committee weights corporate objectives higher than individual objectives for more senior executives. In fiscal 2010, at its regularly scheduled June 2009 meeting, the Committee reviewed the relative weighting of the AIP corporate and individual performance objectives and the target award percentages for the named executive officers and determined that no changes to the target award percentages from fiscal 2009 were warranted. However, the Committee increased the relative weighting of the AIP corporate objectives for awards to SVPs, including David Allen, who, at the time of such increase, was our SVP, Operations and Supply Chain, from 70% to 85%, based on the belief that increased weighting of corporate financial objectives would further align executives’ efforts with the interests of stockholders in keeping with Del Monte’s compensation philosophy.

The following table shows each named executive officers’ fiscal 2010 target award, which is expressed as a percentage of his base salary. The target award is the projected amount the executive would receive for scores of 100% for each of the corporate performance objectives plus achieving a score of 100% for his individual objectives. The table also includes the relative weighting of each objective as a percentage of the total award opportunity.

Target Annual Incentive Award Percentages and Relative Weight of Objectives.