Freshpet 8-K: Director/Officer Changes & Shareholder Votes

TL;DR

Freshpet's 8-K details director/officer changes and upcoming shareholder votes.

AI Summary

Freshpet, Inc. filed an 8-K on October 4, 2024, reporting on several key events as of October 1, 2024. These include the departure of directors or certain officers, the election of directors, the appointment of certain officers, and updates to compensatory arrangements for certain officers. The filing also covers the submission of matters to a vote of security holders and shareholder nominations pursuant to Exchange Act Rule 14a-11.

Why It Matters

Changes in directors and officers, along with shareholder votes, can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in key personnel and shareholder votes can introduce uncertainty regarding future company direction and governance.

Key Players & Entities

• Freshpet, Inc. (company) — Registrant
• October 1, 2024 (date) — Date of earliest event reported
• October 4, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock") underlying t
• $750,000 — tor during the year, that cannot exceed $750,000 in total value, subject to adjustment;

Filing Documents

• a8k.htm (8-K) — 53KB
• exhibit10-1.htm (EX-10.1) — 151KB
• 0000929638-24-003440.txt ( ) — 374KB
• frpt-20241001.xsd (EX-101.SCH) — 4KB
• frpt-20241001_lab.xml (EX-101.LAB) — 21KB
• frpt-20241001_pre.xml (EX-101.PRE) — 16KB
• a8k_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Freshpet, Inc. (the "Company") held on October 1, 2024 (the "Effective Date") the Company's stockholders approved the Freshpet, Inc. 2024 Equity Incentive Plan (the "2024 Equity Plan"). The full text of the 2024 Equity Plan as approved by the stockholders was filed as Appendix B to the definitive proxy statement filed by the Company with the Securities and Exchange Commission (the "SEC") on August 22, 2024 (the "Proxy Statement"). The terms of the 2024 Equity Plan replace the terms of the Freshpet, Inc. Second Amended and Restated 2014 Omnibus Incentive Plan, as amended (the "Prior Plan"), and awards made under the 2024 Equity Plan will be made consistent with the terms of such plan. No additional grants will be made under the Prior Plan on or after the Effective Date. In addition, as of the Effective Date, the shares of the Company's common stock, par value $0.001 per share ("Common Stock") underlying the Prior Plan are longer available for grant, are not newly available under the 2024 Equity Plan and will be retired. Outstanding grants under the Prior Plan will continue to be in effect according to their terms. The 2024 Equity Plan is a long-term incentive plan, pursuant to which awards may be granted to employees, non-employee directors, and consultants of the Company or its subsidiaries, including stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, stock awards, stock units, and other stock-based awards. As of the Effective Date, the 2024 Equity Plan is the only plan under which new equity awards may be granted to the Company's employees and other service providers.

07

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders considered four proposals, each of which is described in more detail in the Company's Proxy (1) Election of Directors. All nominees were elected to serve on the Board of Directors pursuant to the following votes: DIRECTOR FOR AGAINST ABSTAIN David B. Biegger 41,165,011 137,349 26,866 Daryl G. Brewster 40,266,863 1,036,823 25,540 Jacki S. Kelley 40,464,663 775,536 89,027 Timothy R. McLevish 41,119,866 138,996 70,364 There were 2,856,494 broker non-votes with respect to this matter. (2) Approval of the 2024 Equity Incentive Plan. The 2024 Equity Incentive Plan proposal was approved with the following votes: FOR AGAINST ABSTAIN 40,170,850 1,132,674 25,702 There were 2,856,494 broker non-votes with respect to this matter. (3) Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company's independent registered public accounting firm for 2024 was ratified with the following votes: FOR AGAINST ABSTAIN 43,896,020 263,293 26,407 There were no broker non-votes with respect to this matter. (4) Approval, by Non-Binding Advisory Vote, of the Compensation of the Company's Named Executive Officers. The Say-on-Pay advisory proposal to approve executive compensation was approved with the following votes: FOR AGAINST ABSTAIN 40,404,958 890,056 34,212 There were 2,856,494 broker non-votes with respect to this matter.

08

Item 5.08. Shareholder Director Nominations. At the Annual Meeting, the Board determined that the Company's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") will be held on June 24, 2025, at 9:00 a.m., Eastern Time. The time and location of the 2025 Annual Meeting, as well as the record date for the determination of stockholders entitled to receive notice of and to vote at the 2025 Annual Meeting, will be as set forth in the Company's definitive proxy statement for the 2025 Annual Meeting to be filed with the SEC. Due to the fact that the date of the 2025 Annual Meeting has been changed by more than 30 days from the anniversary date of the 2024 Annual Meeting, the Company is providing the due date for submission of any qualified stockholder proposal or qualified stockholder nominations. Nomination of Director Candidates: Our Company's Amended and Restated Bylaws (the "Bylaws") provide that in the event that the date of the 2025 Annual Meeting is more than 30 days before or more than 60 days after the anniversary date of the 2024 Annual Meeting, then pursuant to our Bylaws, notice by a stockholder must be delivered to us no earlier than the close of business on the 120th day prior to the 2025 Annual Meeting and no later than the later of (i) the close of business on the 90th day prior to the 2025 Annual Meeting and (ii) the close of business on the 10th day following the date on which public announcement of the date of the 2025 Annual Meeting is first made. The notice must contain the information required by, and otherwise comply with, our Bylaws, and should be addressed to: Freshpet, Inc., 1545 US-206, Bedminster, NJ 07921, Attention: Corporate Secretary. As a result, you must deliver notice of a nomination to us no earlier than the close of business on February 24, 2025 and no later than the close of business on March 26, 2025 in order to nominate a candidate for election to the Board at our 2025 Annual Meeting. Universal Proxy Rules : In add

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1* Freshpet, Inc. 2024 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) __________________ * Exhibits marked with an asterisk are filed herewith. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRESHPET, INC. Date: October 4, 2024 By: /s/ Todd Cunfer Name: Todd Cunfer Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR