Business
Freshpet Files Preliminary Proxy Statement
Offers to interview JANA’s independent director candidates in light of recent director departure Highlights extensive engagement with JANA and previous Board
About this update from Freshpet, Inc.
[{"type":"text","content":"Offers to interview JANA’s independent director candidates in light of recent director departure Highlights extensive engagement with JANA and previous Board actions to promote the best interest of shareholders SECAUCUS, N.J., June 02, 2023 (GLOBE NEWSWIRE) -- 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 reappoint...