Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On March 19, 2009, the Board of Directors (the "Board") of Del Monte Foods Company (the "Company"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted amendments to Article II of the Company's Bylaws to:
• Clearly distinguish between stockholder proposals made under Rule 14a-8 of the Securities Exchange Act of 1934 and other proposals by stockholders to conduct business at annual meetings of stockholders;

• Clarify the conditions under which business may be properly brought before meetings of stockholders generally;

• Modify the procedures for stockholder nominations for election of directors and the procedures through which stockholder proposals may be properly brought before meetings of stockholders; and

• Include a requirement that director nominees nominated by stockholders complete a written questionnaire and provide other written representations and agreements in such forms provided by the Secretary of the Company.

The foregoing summary of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the amended and restated Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K.
Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits
(d) Exhibits.

Exhibit Description

3.1 Del Monte Foods Company Bylaws, as amended and restated March 19, 2009

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