JBT MAREL Corp — fact timeline

JBT MAREL Corp shareholders approved Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2026 at the 2026-05-14 meeting.

“Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2026 FOR AGAINST ABSTAIN 46,589,275 25,979 53,241”

JBT MAREL Corp shareholders approved Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers at the 2026-05-14 meeting.

“Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers FOR AGAINST ABSTAIN BROKER NON-VOTES 42,078,943 3,116,022 332,884 1,140,646”

JBT MAREL Corp shareholders approved Election of ten nominees to serve as directors until the annual meeting of stockholders to be held in 2027 at the 2026-05-14 meeting.

“Proposal 1: Election of Directors NAME FOR AGAINST ABSTAIN BROKER NON-VOTES Barbara L. Brasier 45,217,016 289,292 21,541 1,140,646 Brian A. Deck 45,465,445 48,513 13,891 1,140,646 Alan D. Feldman 44,832,987 672,179 22,683 1,140,646 Svafa Grönfeldt 45,462,686 51,755 13,408 1,140,646 Ólafur S. Gudmundsson 45,213,354 299,959 14,536 1,140,646 Charles L. Harrington 45,140,565 366,171 21,113 1,140,646 Lawrence V. Jackson 45,214,306 291,849 21,694 1,140,646 Polly B. Kawalek 43,893,529 1,620,316 14,004 1,140,646 Arnar Thor Másson 45,205,460 300,058 22,331 1,140,646 Ann E. Savage 45,463,313 51,179 13,357 1,140,646”

JBT MAREL Corp reported full year 2026 results: revenue $3,990 - $4,065, EPS $4.70 - $5.15. Guidance reaffirmed.

“JBT Marel is reiterating its full year 2026 guidance, and the below table reflects consolidated guidance. Guidance In millions except EPS and margin FY 2026 Revenue $3,990 - $4,065 Net income margin 6.1% - 6.6% Adjusted EBITDA margin (1) 17.0% - 17.5% GAAP diluted EPS $4.70 - $5.15 Adjusted EPS (1) $8.00 - $8.50”

JBT MAREL Corp reported first quarter ended March 31, 2026 results: revenue $936 million, net income $45 million, EPS $0.86.

“First quarter 2026 consolidated revenue of $936 million increased 10 percent with approximately 6 percent benefit from foreign exchange translation. The foreign exchange benefit was largely as expected. Net income of $45 million improved $218 million, and net income margin was 4.8 percent. The improvement in net income was primarily driven by lower non-recurring and transaction related costs as well as margin enhancement efforts and lower interest expense. First quarter 2026 consolidated adjusted EBITDA of $142 million improved $30 million, and adjusted EBITDA margin was 15.2 percent. Diluted earnings per share (EPS) was $0.86 compared to a loss per share of $3.35. Adjusted EPS was $1.58 compared to $0.97.”

JBT MAREL Corp issued maximum number of shares of the common stock issuable in connection with the warrants is 6,124,672 of warrant to option counterparties.

“the Company also entered into warrant transactions with the option counterparties whereby it sold to the option counterparties warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of the common stock”

JBT MAREL Corp issued convertible note to initial purchasers for $575.0 million aggregate principal amount.

“On September 9, 2025, JBT Marel Corporation (the “Company”) closed its previously announced private offering (the “Offering”) of $575.0 million aggregate principal amount of the Company’s 0.375% Convertible Senior Notes due 2030”

James L. Marvin departed as Executive Vice President and Chief Legal Officer at JBT MAREL Corp.

“James L. Marvin, the Executive Vice President and Chief Legal Officer of JBT Marel Corporation (the “Company”), announced his intention to retire on May 31, 2025.”

JBT MAREL Corp: Amended and restated bylaws to change corporate name and effect governance changes.

“On the Closing Date, the Company amended and restated its certificate of incorporation (as amended, the “Third Amended and Restated Certificate of Incorporation”) and bylaws (as amended, the “Fourth Amended and Restated Bylaws”) to change the corporate name set forth therein from “John Bean Technologies Corporation” to “JBT Marel Corporation” and effect the governance changes described in Item 5.02 of this Current Report.”

JBT MAREL Corp: Amended and restated certificate of incorporation to change corporate name from 'John Bean Technologies Corporation' to 'JBT Marel Corporation' and effect governance changes.

“On the Closing Date, the Company amended and restated its certificate of incorporation (as amended, the “Third Amended and Restated Certificate of Incorporation”) and bylaws (as amended, the “Fourth Amended and Restated Bylaws”) to change the corporate name set forth therein from “John Bean Technologies Corporation” to “JBT Marel Corporation” and effect the governance changes described in Item 5.02 of this Current Report.”

JBT MAREL Corp completed an acquisition involving Marel hf. for approximately EUR 926.6 million in cash and 19,486,483 shares of JBT Marel (closed 2025-01-02).

“John Bean Technologies Corporation), a Delaware corporation (the “Company” or “JBT Marel”), completed its previously announced voluntary takeover offer (the “Offer”) to acquire all issued and outstanding shares (other than treasury shares) (“Marel Shares”) of Marel hf., a public limited liability company incorporated under the laws of Iceland (“Marel”).”

Arni Sigurdsson was appointed as President at JBT MAREL Corp.

“On the Closing Date, Arni Sigurdsson was appointed as President of the Company.”

Ann Savage was appointed as Director at JBT MAREL Corp.

“appointed Svafa Gronfeldt, Olafur S. Gudmundsson, Arnar Thor Masson and Ann Savage (collectively, the “New Directors”) to the Board”

Arnar Thor Masson was appointed as Director at JBT MAREL Corp.

“appointed Svafa Gronfeldt, Olafur S. Gudmundsson, Arnar Thor Masson and Ann Savage (collectively, the “New Directors”) to the Board”

Olafur S. Gudmundsson was appointed as Director at JBT MAREL Corp.

“appointed Svafa Gronfeldt, Olafur S. Gudmundsson, Arnar Thor Masson and Ann Savage (collectively, the “New Directors”) to the Board”

Svafa Gronfeldt was appointed as Director at JBT MAREL Corp.

“appointed Svafa Gronfeldt, Olafur S. Gudmundsson, Arnar Thor Masson and Ann Savage (collectively, the “New Directors”) to the Board”

C. Maury Devine resigned as Director at JBT MAREL Corp.

“C. Maury Devine resigned from the Company’s Board of Directors (the “Board”).”

JBT MAREL Corp shareholders approved Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm at the 2024-05-10 meeting.

“The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 30,501,693 32,169 46,294 —”

JBT MAREL Corp shareholders approved Advisory approval of named executive officer compensation at the 2024-05-10 meeting.

“The Company’s stockholders approved, on an advisory basis, the Company’s named executive officer compensation as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 29,133,642 635,045 13,419 —”

JBT MAREL Corp shareholders approved Election of Directors (two individuals) at the 2024-05-10 meeting.

“The Company’s stockholders re-elected two individuals to the Board of Directors for a term of two years each or until their successors are duly qualified and elected as set forth below: Name Votes For Against Abstentions Broker Non-Votes C. Maury Devine 28,511,448 1,267,154 3,504 — Charles L. Harrington 29,531,718 246,639 3,749 —”

JBT MAREL Corp reported first quarter ended March 31, 2024 results: revenue $392 million, net income $23 million (income from continuing operations), EPS $0.71 diluted earnings per share.

“Year 2024 Adjusted EBITDA and Adjusted EPS Guidance First Quarter Highlights: (Results are from continuing operations with comparisons to the prior year period) ◦ Revenue of $392 million increased 1 percent ◦ Income from continuing operations of $23 million and earnings per share of $0.71 increased 33 percent and 34 percent, respectively ◦ Adjusted EBITDA of $57”

JBT MAREL Corp incurred credit facility.

“On April 4, 2024, JBT entered into the Bridge Credit Agreement as described in Item 1.01 above.”

JBT MAREL Corp entered into Transaction Agreement with Marel hf. (effective 2024-04-04).

“Transaction Agreement On April 4, 2024, John Bean Technologies Corporation, a Delaware corporation (“JBT”), entered into a Transaction Agreement (the “Transaction Agreement”) with John Bean Technologies Europe B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of the Netherlands and a wholly owned subsidiary of JBT (the “Bidder”), and Marel hf., a public limited liability company incorporated under the laws of Iceland (“Marel”), pursuant to which the parties thereto agreed to the terms and conditions of the voluntary public takeover offer (the “Offer”) within the meaning of Article 101 of the Icelandic Takeover Act no.”

Emmanuel Lagarrigue resigned as Director at JBT MAREL Corp.

“On February 27, 2024, Emmanuel Lagarrigue, a member of the Board of Directors (the “Board”) of John Bean Technologies Corporation (the “Company”) and the Board’s Audit Committee and Governance and Sustainability Committee, resigned from the Board effective as of February 27, 2024.”

JBT MAREL Corp reported fourth quarter and fiscal year ended December 31, 2023 results: revenue $445 million, net income $53 million, EPS $1.64. Guidance reaffirmed.

“This election change does not impact adjusted EBITDA or adjusted earnings per share as JBT’s metrics already reflected a FIFO accounting basis. Fourth quarter 2023 revenue of $445 million increased 1 percent year over year. Income from continuing operations of $53 million increased 69 percent. Included in income from continuing operations was an $11 million”

JBT MAREL Corp updated its Full Year 2023 guidance (raised).

“JBT Corporation Announces Intention to Launch a Voluntary Takeover Offer to Effectuate Merger with Marel hf; also Announces Solid Preliminary 2023 Financial Results and 2024 Guidance”

JBT MAREL Corp reported third quarter ended September 30, 2023 results: revenue $404 million, net income $31 million, EPS $0.95. Guidance reaffirmed.

“of 2023, and prior period financial results have been recast accordingly. The below paragraphs reflect JBT's results from continuing operations. Third quarter 2023 revenue of $404 million increased 1 percent year over year driven by 3 percent growth from acquisitions, which was partially offset by a 2 percent decline in organic revenue. Income from continuing”

JBT MAREL Corp reported second quarter ended June 30, 2023 results: revenue $428 million, net income $28 million, EPS $0.87.

“provider with the previously announced sale of AeroTech to Oshkosh Corporation for $800 million; transaction closed on August 1, 2023 ◦ Revenue from continuing operations of $428 million increased 9 percent ◦ Income from continuing operations of $28 million and earnings per share of $0.87 increased 8 and 9 percent, respectively ◦ Adjusted EBITDA from continuing”

JBT MAREL Corp entered into Limited Consent and Release with Wells Fargo Bank, National Association (effective 2023-06-09).

“(the “ Dutch Borrower ” and, collectively with the Company, the “ Borrowers ”), the lenders party thereto (the “ Lenders ”), and Wells Fargo Bank, National Association, as administrative agent for the Lenders the ( “Administrative Agent” ), entered into a Limited Consent and Release (the “ Limited Consent ”) to the Amended and Restated Credit Agreement (the “ Credit Agreement ”), dated as of December 14, 2021, by and among the Borrowers, the Lenders, and the Administrative Agent, pursuant to which the Lenders and the Administrative Agent (a) provided a consent to the Transaction to the extent required under the terms of the Credit Agreement and (b) agreed to (x) release and discharge each of AeroTech and JBT Lektro, Inc.”

JBT MAREL Corp entered into Stock and Asset Purchase Agreement with Oshkosh Corporation (effective 2023-05-26).

“entered into a Stock and Asset Purchase Agreement, dated as of May 26, 2023, pursuant to which, subject to the terms and conditions set forth therein, the Company agreed to sell AeroTech and certain related assets and liabilities to Purchaser”

JBT MAREL Corp: Amended the By-Laws to reflect corresponding changes related to the Certificate Amendments, effective May 15, 2023 (effective 2023-05-15).

“Additionally, the Board amended the Company's Third Amended and Restated By-Laws, as previously amended (the " By-Laws "), which amendments became effective as of May 15, 2023, to reflect corresponding changes to the By-Laws related to the Certificate Amendments (the " By-Law Amendments ").”

JBT MAREL Corp: Amended and restated Certificate of Incorporation to declassify the Board of Directors by the 2026 annual meeting and amend/eliminate certain provisions (effective 2023-05-15).

“On May 15, 2023, John Bean Technologies Corporation (the " Company ") amended and restated its Amended and Restated Certificate of Incorporation (the " Certificate of Incorporation ") to (i) declassify the Board of Directors (the " Board ") of the Company such that the Board will be fully declassified by the 2026 annual meeting of stockholders, and (ii) amend and eliminate certain provisions within the Certificate of Incorporation that are no longer of any force and effect (the " Certificate Amendments ").”

JBT MAREL Corp shareholders approved Proposal to amend and restate the Company’s Certificate of Incorporation to provide for, among other things, a phased-in declassification of the Company’s Board of Directors at the 2023-05-12 meeting.

“Proposal 2 The Company’s stockholders approved as set forth below a proposal to amend and restate the Company’s Certificate of Incorporation to provide for, among other things, a phased-in declassification of the Company’s Board of Directors, which is more fully described in”

JBT MAREL Corp shareholders approved Election of Directors at the 2023-05-12 meeting.

“Proposal 1 The Company’s stockholders re-elected three individuals to the Board of Directors for a term of three years each or until their successors are duly qualified and elected as set forth below: Name Votes For Votes Against Abstentions Broker Non-Votes Barbara L. Brasier 29,143,717 338,100 5,777 755,693 Brian A. Deck 29,030,966 451,037 5,591 755,693 Polly B. Kawalek 28,594,096 887,026 6,472 755,693”

JBT MAREL Corp reported second quarter 2023 and full year 2023 results: revenue Revenue growth 5-9% (Q2) and 7-10% (FY), net income Net income $29-$34 million (Q2) and $145-$161 million (FY), EPS GAAP EPS $0.90-$1.05 (Q2) and $4.50-$5.00 (FY); Adjusted EPS $1.10-$1.25 (Q2) and $5.00-$5.50 (FY). Guidance reaffirmed.

“The table below reflects consolidated JBT guidance. Q2 2023 Guidance FY 2023 Guidance Revenue growth (year over year) 5 - 9% 7 - 10% Net income ($ millions) $29 - $34 $145 - $161 Adjusted EBITDA (1) ($ millions) $77 - $85 $330 - $360 GAAP EPS $0.90 - $1.05 $4.50 - $5.00 Adjusted EPS (1) $1.10 - $1.25 $5.00 - $5.50”

JBT MAREL Corp reported first quarter ended March 31, 2023 results: revenue Revenue of $530 million, net income Net income of $26 million, EPS Diluted EPS of $0.80.

“In total, consolidated JBT revenue of $530 million increased 13 percent year over year. Net income of $26 million was consistent with the prior year while adjusted EBITDA of $70 million increased 30 percent. Diluted earnings per share (EPS) from net income of $0.80 was consistent, and adjusted EPS of $0.94 increased 7 percent.”

JBT MAREL Corp reported financial results for fourth quarter and fiscal year ended December 31, 2022.

“On February 21, 2023, John Bean Technologies Corporation (the "Company") issued a press release announcing financial results for its fourth quarter and fiscal year ended December 31, 2022.”

JBT MAREL Corp: Amended Section 3.4 of the Bylaws to align with SEC universal proxy rules and update director nomination and business proposal procedures (effective 2022-12-07).

“The Board of Directors of John Bean Technologies Corporation (the “Company”) approved an amendment to the Company’s Third Amended and Restated Bylaws (as amended, the “Bylaws”) to (a) align Section 3.4 of Article III of the Bylaws with the Securities and Exchange Commission’s new requirements regarding universal proxies pursuant to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; and (b) update the information requirements, processes and procedures, contained in Section 3.4 of Article III of the Bylaws, regarding the nomination of directors and the proposal of other business for consideration at meetings of the Company’s stockholders.”

Luiz "Augusto" Rizzolo was appointed as Executive Vice President, President Diversified Food & Health at JBT MAREL Corp.

“On August 16, 2022, the Board of Directors of the Company appointed Luiz “Augusto” Rizzolo to serve as the Company’s Executive Vice President, President Diversified Food & Health, effective October 1, 2022.”

Carlos Fernandez resigned as Executive Vice President, President Diversified Food & Health at JBT MAREL Corp.

“On August 15, 2022, Carlos Fernandez, Executive Vice President, President Diversified Food & Health, of John Bean Technologies Corporation (the “Company”) resigned from such position, effective October 1, 2022.”

James E. Goodwin departed as Director at JBT MAREL Corp.

“James E. Goodwin, former Chairman and CEO of UAL Corporation, will also retire from the Board at the Company’s Annual Meeting of Stockholders in May in accordance with the Company’s Board retirement policy.”

James M. Ringler departed as Director at JBT MAREL Corp.

“James M. Ringler, a member of the Company’s original Board, determined that he will retire from the Board effective at the May 2022 Annual Meeting of Stockholders.”

Charles L. Harrington was elected as Class I Director at JBT MAREL Corp.

“elected Charles L. Harrington to the Board as a Class I director, effective January 1, 2022.”

Paul Sternlieb resigned as Executive Vice President, President Protein at JBT MAREL Corp.

“On September 22, 2021, Paul Sternlieb, the Company’s Executive Vice President, President Protein, notified the Company that he intends to resign from his current position effective October 7, 2021 to pursue another opportunity.”