JANA Partners Provides Urgent Notice to All Freshpet Shareholders to Recall Shares on Loan by Purported June 12, 2023 Record Date
30 Mai 2023 - 3:25PM
Business Wire
Despite Accelerating 2023 Annual Meeting by Two
Months Freshpet Has Yet to Publicly Disclose Record Date
Further Reinforces Board’s Apparent Disdain for
Corporate Governance and Rights of Shareholders
Holders of Shares Not Recalled by Record Date
Set by Company Will Not be Entitled to Vote Shares at Upcoming 2023
Annual Meeting
JANA Partners (“JANA”), which along with its affiliates and
partners, owns 9.3% of Freshpet, Inc. (NASDAQ:FRPT), “Freshpet” or
the “Company), today provided the guidance to shareholders about
how to ensure their shares can be voted at the Company’s upcoming
2023 Annual Meeting of Stockholders (“2023 Annual Meeting”)
scheduled for July 25, 2023.
Freshpet shareholders who have loaned, pledged or hypothecated
any of their Common Stock may not be able to vote their shares
unless such shares are returned to their accounts before the record
date. Given the significant short interest in Freshpet, it is
possible that shareholders are not aware that their stock has been
loaned by their broker. According to information Freshpet has
provided to custodial banks, brokers and other intermediaries, we
believe Freshpet has set a record date of Monday, June 12, 2023 for
its 2023 Annual Meeting. Since shares on loan cannot be voted,
it is imperative that shareholders who wish to vote at the 2023
Annual Meeting make certain they have their shares in proper voting
order before the record date.
Barry Rosenstein, Managing Partner at JANA, commented, “In yet
another apparent attempt to frustrate shareholders’ ability to
participate in a fair and democratic election of directors, the
Freshpet Board has yet to publicly disclose the record date for its
2023 Annual Meeting despite abruptly accelerating the meeting date
by more than two months and the significant short interest in the
Company’s stock. As it is possible that shareholders may not be
aware that their stock has been loaned by their prime broker(s)—and
that recalling one’s shares may take several days to complete—we
strongly urge shareholders to contact their prime brokers
immediately to confirm that all their stock is fully voteable. This
is particularly important, because share lending at Freshpet is
elevated due to hedging caused by the Company’s equity linked
issuance earlier this year.”
Shareholders can contact JANA’s proxy solicitor, Innisfree
M&A, at (212) 750-5833 if they have any questions with this
process.
About JANA Partners
JANA Partners was founded in 2001 by Barry Rosenstein. JANA
invests in undervalued public companies and engages with management
teams and boards to unlock value for shareholders.
Important Information
JANA Partners LLC, JANA Partners Management, LP, JANA Strategic
Investments Benchmark Master Fund, L.P., and Barry Rosenstein
(“collectively JANA”), and Scott Ostfeld, Diane Dietz, James
Lillie, Timothy R. McLevish, Kurt T. Schmidt, Dwyane Wade, Carsten
Charles (CC) Sabathia, Jr. and Ginger Gorden (collectively, and
together with JANA, the “Participants”) intend to file with the
Securities and Exchange Commission (the “SEC”) a definitive proxy
statement and accompanying form of GREEN proxy to be used in
connection with the solicitation of proxies from the stockholders
of Freshpet, Inc. (“Freshpet” or the “Company”) in connection with
the Company’s 2023 annual meeting of stockholders (the “2023 Annual
Meeting”). All stockholders of the Company are advised to read the
definitive proxy statement and other documents related to the
solicitation of proxies, each in connection with the 2023 Annual
Meeting, by the Participants when they become available, as they
will contain important information, including additional
information related to the Participants. The definitive proxy
statement and an accompanying GREEN proxy card will be furnished to
some or all of the Company’s stockholders and will be, along with
other relevant documents, available at no charge on the SEC website
at http://www.sec.gov.
Information about the Participants and a description of their
direct or indirect interests by security holdings is contained in
an exhibit to the Schedule 14A filed by the Participants with the
SEC on May 24, 2023. This document is available free of charge from
the source indicated above.
Disclaimer
This material does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein in any state to any person. In addition, the discussions and
opinions in this press release and the material contained herein
are for general information only, and are not intended to provide
investment advice. All statements contained in this press release
that are not clearly historical in nature or that necessarily
depend on future events are “forward-looking statements,” which are
not guarantees of future performance or results, and the words
“will,” “anticipate,” “believe,” “expect,” “potential,” “could,”
“opportunity,” “estimate,” and similar expressions are generally
intended to identify forward-looking statements. The projected
results and statements contained in this press release and the
material contained herein that are not historical facts are based
on current expectations, speak only as of the date of this press
release and involve risks that may cause the actual results to be
materially different. Certain information included in this material
is based on data obtained from sources considered to be reliable.
No representation is made with respect to the accuracy or
completeness of such data, and any analyses provided to assist the
recipient of this material in evaluating the matters described
herein may be based on subjective assessments and assumptions and
may use one among alternative methodologies that produce different
results. Accordingly, any analyses should also not be viewed as
factual and also should not be relied upon as an accurate
prediction of future results. All figures are unaudited estimates
and subject to revision without notice. JANA disclaims any
obligation to update the information herein and reserves the right
to change any of its opinions expressed herein at any time as it
deems appropriate. Past performance is not indicative of future
results.
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version on businesswire.com: https://www.businesswire.com/news/home/20230530005378/en/
Media Gasthalter & Co. Jonathan Gasthalter/Nathaniel Garnick
JANA@gasthalter.com
Investors IR@janapartners.com
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