Freshpet : Submission of Matters to a Vote of Security Holders - Form 8-K
October 12, 2023 at 04:09 pm EDT
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Item 5.07.
Submission of Matters to a Vote of Security Holders.
Freshpet, Inc. (the "Company") held its Annual Meeting of Stockholders on October 10, 2023 (the "Annual Meeting"). The Company's stockholders considered three proposals at the Annual Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 31, 2023 (the "Proxy Statement"). The final results for each proposal presented at the Annual Meeting are set forth below:
(1) Election of Directors. All nominees were elected to serve on the Board of Directors pursuant to the following votes:
DIRECTOR
FOR
WITHHOLD
OLU BECK
41,910,123
791,440
WILLIAM B. CYR
42,294,343
407,220
LETA D. PRIEST
38,908,823
3,792,740
DAVID J. WEST
42,316,136
385,427
(2) Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company's independent registered public accounting firm for 2023 was ratified with the following votes:
FOR
AGAINST
ABSTAIN
45,446,010
178,868
40,998
There were no broker non-votes with respect to this matter.
(3) Approval, by Non-Binding Advisory Vote, of the Compensation of the Company's Named Executive Officers. The Say-on-Pay advisory proposal to approve executive compensation was approved with the following votes:
FOR
AGAINST
ABSTAIN
41,159,616
1,495,303
46,643
There were 2,964,313 broker non-votes with respect to this matter.
The terms of a settlement agreement between the Company and JANA Partners, LLC ("JANA"), dated August 21, 2023 terminating the proxy contest between the Company and JANA and certain of its affiliates, including the anticipated cost to the Company thereof, were disclosed in the Proxy Statement under the heading "Directors, Executive Officers, and Corporate Governance - JANA Agreement".
Freshpet Inc. published this content on 12 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 October 2023 20:08:26 UTC.
Freshpet, Inc. is focused on the development, manufacturing, marketing, and distribution of pet food products. The Companyâs products consist of dog food, cat food and dog treats. The Companyâs products are made according to its nutritional philosophy of fresh, meat-based nutrition and minimal processing. Its proprietary recipes include real, fresh meat and varying combinations of vitamin-rich vegetables, leafy greens, and antioxidant-rich fruits, without the use of preservatives or additives. Its products are sold under the Freshpet brand name. The Company sells its products through a network of Company-owned branded refrigerators, Freshpet Fridges. The Company sells its products throughout the United States, Canada, and Europe. It sells its products through the classes of retail: grocery (including online), mass, club, pet specialty, natural, and digital. The Company also offer fresh treats across all classes of retail under the Dognation and Dog Joy labels.