Freshpet Responds to JANA Partners’ Letter Regarding Freshpet Board Actions

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[{"type":"text","content":"SECAUCUS, N.J., May 30, 2023 (GLOBE NEWSWIRE) -- Freshpet, Inc. (NASDAQ: FRPT) (“Freshpet” or the “Company”) today delivered the following letter to the legal counsel of the JANA Partners in response to JANA’s letter, dated May 25, 2023, to Freshpet’s legal counsel regarding actions taken by the Freshpet Board of Directors. The full text of the letter follows: May 30, 2023 By Email and FedEx Michael E. SwartzSchulte Roth & Zabel LLP919 3rd AvenueNew York, New York 10022 Dear Michael: We write on behalf of our client, Freshpet, Inc. (the “Company”), in response to your letter of May 25, 2023 on behalf of JANA Strategic Investments Benchmark Master Fund, L.P. (“JANA”). Your letter contains several erroneous and unfounded claims about the Company’s board of directors (the “Board”), the composition of the Board’s classes, and the date of the Company’s 2023 Annual Meeting of Stockholders. Furthermore, you have omitted information critical to understanding the intent and effect of the Board’s actions addressed by your letter. Contrary to your assertions, the Board has acted in the best interests of all stockholders, in accordance with the directors’ fiduciary duties, and in compliance with the requirements of the Company’s Sixth Amended and Restated Certificate of Incorporation (the “Charter”). Regarding the two primary claims made by your letter: You claim that Charles Norris’s upcoming retirement at the 2023 Annual Meeting is “pretext” and intended to reduce the seats subject to election at the 2023 Annual Meeting. In fact, Mr. Norris is not standing for re-election pursuant to the retirement policy adopted by the Board in June 2021. You claim that the Board appointed David Biegger to serve as a director in Class I, rather than Class III, to avoid the need to subject him to an election contest at the 2023 Annual Meeting. In fact, the provisions of the Charter required Mr. Biegger’s appointment to Class I. You also reference the date of the 2023 Annual Meeting. Holding the meeting in July is the opposite of entrenchment and did not disadvantage JANA’s nomination efforts, which were first publicly disclosed on September 22, 2022, prior to last year’s annual meeting. Charles Norris is not seeking re-election due to the Board’s age-based retirement policy adopted in June 2021 The announcement of Mr. Norris’s upcoming retirement should n...

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