JANA Partners Files Lawsuit to Stop Freshpet Board’s Highly Entrenching Actions Intended to Disenfranchise Shareholders and Manipulate Shareholder Vote
01 Juin 2023 - 7:18PM
Business Wire
Believes Reduction in Number of Directors up
for Election at 2023 Annual Meeting is a Clear Violation of
Delaware Law and Constitutes Breach of Fiduciary Duties
Seeks Expedited Proceedings in Delaware
Chancery Court
JANA Partners (“JANA”), which along with its affiliates and
partners owns 9.5% of Freshpet, Inc. (NASDAQ:FRPT) (“Freshpet” or
the “Company”), today filed a complaint in the Court of Chancery of
the State of Delaware (the “Court”) against Freshpet and the
Company’s Board of Directors (the “Board”). The complaint seeks a
declaratory judgment and a determination that the Board’s recent
actions to entrench itself, and refusal to reverse them, constitute
breaches of fiduciary duties; and an order requiring that the
number of directors up for election at the Company’s 2023 Annual
Meeting of Stockholders (the “Meeting”) be returned to its original
size, such that four director seats, rather than three, stand for
election at the Meeting.
JANA filed the complaint in response to the highly entrenching
actions Freshpet took on May 17, 2023, which included changing the
size and composition of its Board such that the number of directors
up for election at the Meeting was reduced from four to three, and
unexpectedly accelerating the date of the Meeting—in the midst of
settlement discussions with JANA regarding Board composition,
conflicts and governance issues—from its usual mid-Fall meeting
date to July 25, 2023.
JANA’s filing contends that the Board’s extraordinary actions,
taken well after JANA publicly disclosed its interest in obtaining
representation on Freshpet’s Board, constitute a breach of the
Board’s fiduciary duties, and that JANA should have the opportunity
to nominate four Class III directors at the Meeting.
JANA has also filed a motion to expedite these proceedings to
resolve this critical issue ahead of the recently-advanced deadline
to nominate directors for consideration at the Meeting. The Board’s
decision to accelerate the date of the 2023 Annual Meeting,
announced on May 17, 2023, required that stockholders submit any
director nominations within just nine days of the announcement, a
clear entrenchment tactic by the Board to avoid accountability to
Freshpet’s shareholders.
Barry Rosenstein, Managing Partner at JANA, commented, “The
Freshpet Board’s recent entrenchment actions constitute a clear
breach of its fiduciary duties, leaving us with no choice but to
seek expedited relief in Delaware Court so that a truly fair and
democratic election of directors is allowed to proceed. In our
view, the Board's blatant misuse of corporate machinery obstructs
the legitimate efforts of shareholders to exercise their rights and
cannot stand. Further, we believe the Board has repeatedly failed
to properly supervise management as performance worsened, liquidity
deteriorated and shareholder value plummeted—while allowing more
than half of Freshpet’s independent directors to pursue outside
interests with corporate resources and key members of leadership.
It is clear now, more than ever, that change is desperately needed
at the Board level.”
On May 24, 2023, JANA announced that it will be nominating four
highly qualified candidates to Freshpet’s Board at the Company’s
2023 Annual Meeting, scheduled for July 25, 2023.
Shareholders with questions can contact JANA’s proxy solicitor,
Innisfree M&A Incorporated, at (212) 750-5833.
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 will be contained
in an exhibit to the Schedule 14A filed by the Participants with
the SEC on June 1, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230601005673/en/
Media Gasthalter & Co. Jonathan Gasthalter/Nathaniel Garnick
JANA@gasthalter.com
Investors IR@janapartners.com
Freshpet (NASDAQ:FRPT)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
Freshpet (NASDAQ:FRPT)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024