The Freshpet, Inc. (NASDAQ: FRPT) (“Freshpet” or the “Company”)
Board of Directors (the “Board”) today issued the following
statement regarding its 2023 Annual Meeting of Stockholders and
proxy contest with JANA Partners LLC (“JANA”):
The Company first became aware of JANA’s investment in Freshpet
on September 22, 2022, when JANA publicly disclosed both its
ownership interest and its agreement with three individuals to be
nominated as directors at the 2023 Annual Meeting. In the interest
of resolving JANA’s campaign and avoiding continued distraction, we
would have preferred to convene the 2023 Annual Meeting in July to
allow shareholders to express their views on an expedited basis.
However, JANA’s litigation about the timing of the meeting and the
placement of the directors in the appropriate classes has made
holding the 2023 Annual Meeting in July unfeasible. As a result,
the Company will postpone the 2023 Annual Meeting to a date in
October, a similar time period as last year.
Freshpet has been conducting a broad director search that
identified multiple candidates, not all of whom were available for
immediate appointment to the Board. In fact, the Board invited JANA
to interview the two top candidates, and JANA agreed that both
directors were great additions to the Freshpet Board. The first
candidate, Dave Biegger, was appointed last month and will stand
for election in 2024. Given the delay in the Annual Meeting, the
Company expects to have an additional candidate available to stand
for election as a Class III director at the Annual Meeting in
October 2023, along with three incumbent directors. We will permit
JANA to have four director nominees stand for election.
While neither of these actions are required, the Board believes
this is the most practical path forward in light of JANA’s recent
actions and in order to eliminate the disruption caused by the JANA
litigation.
Freshpet remains open to avoiding the continued distraction of a
proxy contest and the Company reiterates our offer to interview
JANA’s independent director nominees in an effort to achieve a
beneficial resolution. We look forward to continuing to engage with
all Freshpet shareholders, including JANA, about our strong
business momentum.
Since September 2022, the Company has met or exceeded
expectations every quarter, reduced its capital spending
commitments, demonstrated improved operating performance, and
opened its Ennis, Texas facility, as well as its second
distribution center on time and under budget. The Company posted
27% year-over-year growth in the first quarter 2023, demonstrating
that it continues to execute its strategy and is on track to
deliver significant shareholder value.
About Freshpet
Freshpet is the leading fresh food for dogs and cats. Since its
conception in 2006, Freshpet has been on a mission to transform the
lives of dogs and cats through the power of fresh, nutritious food,
while pushing the boundaries of sustainable practices. The recipes
are developed by Veterinarian Nutritionists and made with natural
whole ingredients, like fresh meats, vegetables and fruits, which
are cooked in small batches at lower temperatures to preserve their
natural goodness. Sustainably-made in Bethlehem, PA and their new
Kitchens in Ennis TX, Freshpet foods and treats are kept
refrigerated until they arrive at Freshpet fridges in your local
market, or are delivered direct to your door.
Freshpet is available in a growing number of mass, grocery,
natural food, club, and pet specialty retailers across the United
States, Canada and Europe, as well as online in the U.S. for direct
delivery and through its partnership with Petco. From the care
taken in partnering with farmers whose values align with theirs, to
how each recipe is made, Freshpet’s commitment to integrity,
transparency and social responsibility is a point of pride.
Connect with
Freshpet:https://www.facebook.com/Freshpethttps://twitter.com/Freshpethttp://instagram.com/Freshpethttp://pinterest.com/Freshpethttps://www.tiktok.com/@freshpet
Forward-Looking StatementsCertain of the
Company’s statements included herein constitute “forward-looking”
statements, including statements related to the future impact of
the novel coronavirus, the future progress of our Freshpet Kitchens
expansion, future governance changes, our growth potential and
plans, our projected or targeted operating results, our ability to
meet our sustainability targets, goals, and commitments, including
due to the impact of climate change, our expectations regarding our
future operating and economic environment, and our long-term
capacity planning. These statements are based on management’s
current opinions, expectations, beliefs, plans, objectives,
assumptions or projections regarding future events or future
results. These forward-looking statements are only predictions, not
historical fact, and involve certain risks and uncertainties, as
well as assumptions. Actual results, levels of activity,
performance, achievements and events could differ materially from
those stated, anticipated or implied by such forward-looking
statements. While Freshpet believes that its assumptions are
reasonable, it is very difficult to predict the impact of known
factors, and, of course, it is impossible to anticipate all factors
that could affect actual results. There are risks and uncertainties
that could cause actual results to differ materially from
forward-looking statements made herein, including potential costs
associated with shareholder activism. For a detailed discussion of
risks, uncertainties and other factors that could cause our actual
results to differ materially from those anticipated or expressed in
any forward-looking statements, see the section entitled “Risk
Factors” in the Company’s latest annual report on Form 10-K and its
quarterly reports on Form 10-Q filed with the SEC. Such
forward-looking statements are made only as of the date they are
made. Freshpet undertakes no obligation to publicly update or
revise any forward-looking statement because of new information,
future events or otherwise, except as otherwise required by law. If
we do update one or more forward-looking statements, no inference
should be made that we will make additional updates with respect to
those or other forward-looking statements.
Important Additional Information and Where to Find
ItThis communication is being made in connection with the
Company’s upcoming 2023 annual meeting of shareholders (the “Annual
Meeting”). The Company intends to file a proxy statement (the
“Proxy Statement”), an accompanying WHITE proxy card and other
relevant documents with the Securities and Exchange Commission (the
“SEC”) in connection with the Annual Meeting. BEFORE MAKING ANY
VOTING DECISION, SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. Security
holders may obtain free copies of the Definitive Proxy Statement
and other documents containing important information about Freshpet
once such documents are filed with the SEC, free of charge through
the website maintained by the SEC at www.sec.gov. Copies of the
documents will also be available free of charge on the “Investors”
section of Freshpet’s website at investors.freshpet.com.
Participants in the SolicitationFreshpet,
members of our Board of Directors and certain of our executive
officers are “participants” in the solicitation of proxies from the
Company’s shareholders in connection with the Annual Meeting.
Information regarding the Company’s Board of Directors and
executive officers and their respective interests in the Company,
by security holdings or otherwise, is set forth in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, filed with the SEC on February 28, 2023, as amended on May 1,
2023. To the extent such ownership interests have changed since
such filings, such changes have been reflected on Statements of
Change in Ownership on Form 4 filed with the SEC, and will be
reflected in the Proxy Statement for the 2023 Annual Meeting when
filed with the SEC. Security holders may obtain free copies of
these documents as described above.
Investor Contact:ICRJeff
Sonnek646-277-1263Jeff.sonnek@icrinc.com
Media
Contact:Freshpet@edelmansmithfield.com
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