Freshpet, Inc. (NASDAQ: FRPT) (“Freshpet” or the “Company”)
announced today that it has filed its preliminary proxy statement
with the Securities and Exchange Commission (“SEC”) in connection
with its upcoming Annual Meeting of Stockholders.
As part of Freshpet’s continuing commitment to reach a
resolution with JANA Partners (“JANA”) that is in the best interest
of all stockholders, the Company is offering today to interview
JANA’s independent director nominees in light of the unplanned
resignation of David Basto from the Board, which was announced
separately in a Form 8-K today.
This current offer follows the Company’s extensive engagement
with JANA over nearly 9 months and efforts to reach a constructive
resolution to avoid a distracting proxy fight. The Board and
management have engaged on more than a dozen occasions with JANA
since it first disclosed its holdings on September 22, 2022 and
have made multiple attempts to settle for independent Board
nominees, each of which JANA rejected.
Additionally, as previously disclosed, the Company has taken a
series of actions to promote the interests of shareholders,
including:
- Announcing in 2020 and executing a multi-year corporate
governance enhancement plan to support the Company’s next phase of
growth. The Company has implemented several
governance enhancements over the last three years, including the
staged declassification of the Board and the elimination of all
supermajority voting provisions. The Company has also introduced a
majority voting standard in uncontested director elections,
enhanced its proxy access bylaw and granted shareholders the right
to call a special meeting, among other governance
enhancements.
- In June 2021, implementing an age-based retirement
policy that resulted in Charlie Norris, current Chair of the Board,
not standing for election at the 2023 Annual
Meeting. The policy, adopted as part of the
governance enhancement plan and detailed in the Company’s 2021 and
2022 proxy statements, states that non-employee directors who have
attained the age of 75 would not be nominated for re-election or
reappointment to the Board.
- In May 2023, appointing to the Board Dave Biegger, an
accomplished supply chain leader with over 40 years of experience
in the consumer package goods industry – a decision that JANA
encouraged us to take. Mr. Biegger will be invaluable as
we continue to execute our operational improvement plan to drive
significant margin expansion. The Company identified Mr. Biegger in
December 2022, but delayed his appointment to provide an
opportunity for him to be interviewed by JANA and potentially
appointed as part of a settlement. Mr. Biegger was promptly
appointed to the Board in May 2023 after settlement discussions
stalled. The Board continues to evaluate its director skillset mix,
as illustrated by the skills matrix in the Company’s proxy
statement, to ensure it has the right capabilities and expertise to
oversee the continued execution of our strategy and business.
- Announcing that the Annual Meeting will take place on
July 25, 2023, allowing for a near-term resolution to JANA’s
campaign. JANA first publicly announced its potential
director nominees in September 2022 with a stated intent to pursue
a potential sale of Freshpet. JANA has since persistently attempted
numerous tactics to pressure the Company to accede to its demands.
Given the disruption to the business from JANA’s campaign, we
believe it is in shareholders’ best interest for them to have a
voice in an expeditious manner and for management to return its
full focus to operating and growing the business.
- Adhering to Freshpet’s strong conflict of interest
policy for all members of the Board and management.
Freshpet’s conflict of interest policy has been consistently
enforced. No member of the Board or management has used company
resources for outside ventures; any Board member’s or executive’s
outside investments, board memberships or consulting interests are
strictly governed by Freshpet’s non-compete policy.
These aforementioned governance enhancements adopted by the
Board support the Company’s continued execution of its business
improvement plan. On September 7, 2022, two weeks before JANA
disclosed its investment in Freshpet, the Company announced certain
organizational changes and a renewed focus on operational
improvements. The Company has since 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.
Freshpet’s Board and management will continue to take
actions that protect the interests of all
shareholders.
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 www.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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