On September 24, 2009, Del Monte Foods Company (the "Company") held its 2009 Annual Meeting of Stockholders, at which the Company's stockholders, upon the recommendation of the Company's Board of Directors (the "Board"), voted in favor of amending and restating the Company's Certificate of Incorporation (as amended and restated, the "Certificate"). The Certificate phases out the classification of the Board and provides instead for the annual election of directors beginning at the 2010 Annual Meeting of Stockholders. Beginning with the Annual Meeting of Stockholders in 2012, the declassification of the Board will be complete and all directors will be subject to annual election to one-year terms. In addition, consistent with Delaware law, the Certificate provides that directors may be removed with or without cause. The Certificate was filed with the Delaware Secretary of State on September 24, 2009.

In connection with approving the Certificate and recommending it to the stockholders for approval at the 2009 Annual Meeting of Stockholders, the Board (upon recommendation of the Nominating and Corporate Governance Committee of the Board) approved amended and restated Bylaws of the Company (as amended and restated, the "Bylaws"), which incorporate conforming changes to Section 7 of Article II and became effective upon the filing of the Certificate with the Delaware Secretary of State.

The foregoing summary of the amendments reflected in the Certificate and Bylaws does not purport to be complete and is qualified in its entirety by reference to the Certificate and Bylaws, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K.

(d) Exhibits.

Exhibit     Description
3.1         Certificate of Incorporation of Del Monte Foods Company, as amended and
            restated September 24, 2009

3.2         Del Monte Foods Company Bylaws, as amended and restated September 24,
            2009