8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 16, 2012

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

New Jersey (State or Other Jurisdiction of Incorporation) 1-1550 (Commission File Number) 04-1923360 (IRS Employer Identification No.)

250 East Fifth Street, Cincinnati, Ohio 45202

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:  (513) 784-8000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Michael B. Sims

On February 16, 2012, Michael B. Sims, the Company’s Senior Vice President and Chief Financial Officer, announced his resignation, effective upon the filing of the Company’s annual report on Form 10-K for the year ended December 31, 2011.

Appointment of Chief Financial Officer

The Company has appointed Brian W. Kocher (age 42) as the Company’s Senior Vice President and Chief Financial Officer.  This appointment is effective as of the resignation of Michael B. Sims from that role.  Mr. Kocher joined Chiquita in 2005 as the Company’s Vice President, Controller and Chief Accounting Officer.  From October 2007 until 2011 he served as President of North America, leading the successful transformation of the Company’s North American banana and salads businesses.  In 2011 Mr. Kocher was appointed President, Europe and the Middle East, responsible for all of the Company’s operations across that region.  Prior to joining Chiquita, Mr. Kocher held increasingly responsible finance and executive positions, including as Vice President, National Accounts and Executive Director Commercial Finance at HILL-ROM, Inc (2002-2005), Global Controller, Global Consumer Finance and Global Controller, Information Technology Solutions at GE Capital, Vice President of Finance and Administration, Conxus Communications, Inc. (1995-1999), Controller, USA Mobile Communications, Inc. II (1993-1995) and as Senior Auditor at Price Waterhouse, LLP (1991-1993).  Mr. Kocher holds a B.B.A. (Accounting) from Ohio University in Athens, Ohio, and is a Certified Public Accountant (State of Ohio).

There are no family relationships between Brian W. Kocher and any director or executive officer of the Company.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
	The following exhibit is furnished with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press Release issued by Chiquita Brands International, Inc., dated as of February 21, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  February 21, 2012	CHIQUITA BRANDS INTERNATIONAL, INC.
	By:	/s/ James E. Thompson
		James E. Thompson
		Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

News Release

Contact:  Ed Loyd, 513-784-8935, eloyd@chiquita.com

CHIQUITA NAMES BRIAN W. KOCHER CHIEF FINANCIAL OFFICER

CINCINNATI – Feb. 21, 2012 – Chiquita Brands International, Inc. (NYSE: CQB), announced today that the company’s board of directors has appointed Brian W. Kocher,  to serve as senior vice president and chief financial officer effective upon the filing of the company’s 2011 annual report.

In this role, Kocher will be responsible for all the aspects of the company’s financial operations worldwide.  Kocher is currently the company’s president, Europe and the Middle East and previously served as Chiquita’s vice president, controller and chief accounting officer.  Kocher succeeds Michael Sims, who has resigned to accept an assignment with another company.

“I am extremely pleased to announce Brian’s new role as chief financial officer,” said Fernando Aguirre, chairman and chief executive officer.  “Brian’s outstanding track record of success in senior finance and operational roles makes him an ideal leader for our company.  Brian has long been part of our succession planning, and his first-hand knowledge of our industry in Europe and North America provide a breadth of experience that will accelerate our ability to grow our business and to build on the momentum he has helped to create.”

Added Aguirre, “I want to thank Mike Sims for his tremendous contributions to Chiquita during his more than 20 years with the company.  His leadership and record of accomplishment leave an impressive legacy, and the foundation he helped create will continue to serve us well.  We wish him every success in his future endeavors.”

Kocher, who joined the company in 2005, most recently served as president, Europe and the Middle East where he had responsibility for leading the company’s operations

throughout the region, including bananas, other produce and diversified value-added products.  Previously he served as president, North America, where he led the successful transformation of Chiquita’s North American banana and salad business.  He has more than 18 years of accounting, sales, finance and business process change expertise, including senior roles at General Electric, Hill-Rom, and PricewaterhouseCoopers.

Chiquita has initiated a search process to identify a new president, Europe and the Middle East, and in the interim Kocher will continue to oversee Chiquita’s European business.

ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.

Chiquita Brands International, Inc. (NYSE: CQB) is committed to Improving World Nutrition as a leading international marketer and distributor of high-quality fresh and value-added food products – from energy-rich bananas and other fruits to nutritious blends of convenient green salads.  The company markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks.  With annual revenues of more than $3 billion, Chiquita employs more than 21,000 people and has operations in nearly 70 countries worldwide.  For more information, please visit www.chiquita.com.

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