Freshpet Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$FRPT
Packaged Foods
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 24, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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(Address of principal executive offices)
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(Zip code)
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Registrant's telephone number, including area code: 201 520-4000
1545 US-206
Bedminster, New Jersey 07921
(Former Name or Former Address, if Changed Since Last Report)
___________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Freshpet, Inc. (the “Company”) held on June 24, 2025 (the
“Effective Date”) the Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2025 (the
“Proxy Statement”). The final results for each proposal presented at the Annual Meeting are set forth below:
(1) Election of
Directors. All nominees were elected to serve on the Board of Directors pursuant to the following votes:
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DIRECTOR
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FOR
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AGAINST
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ABSTAIN
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Olu Beck
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42,270,835
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136,130
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5,337
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David B. Biegger
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42,333,181
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73,574
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5,547
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Daryl G. Brewster
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41,479,013
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927,807
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5,482
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William B. Cyr
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42,322,771
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83,951
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5,580
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Walter N. George III
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41,923,668
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483,281
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5,353
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Jacki S. Kelley
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42,008,448
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349,650
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54,204
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Lauri Kien Kotcher
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42,019,746
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338,339
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54,217
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Timothy R. McLevish
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42,303,526
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103,720
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5,056
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Leta D. Priest
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41,828,469
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578,471
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5,362
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Joseph E. Scalzo
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42,377,914
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28,840
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5,548
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Craig D. Steeneck
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42,120,526
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285,865
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5,911
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David J. West
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42,342,347
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64,527
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5,428
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There were 3,162,333 broker non-votes with respect to this matter.
(2) Ratification
of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025 was ratified with the following votes:
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FOR
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AGAINST
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ABSTAIN
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45,338,498
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229,633
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6,504
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There were no broker non-votes with respect to this matter.
(3) Non-Binding
Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. The executive compensation of the Company’s named executive officers was approved with the following non-binding advisory votes:
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FOR
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AGAINST
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ABSTAIN
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41,297,647
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870,642
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244,013
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There were 3,162,333 broker non-votes with respect to this matter.
(4) Non-Binding
Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation. The recommended frequency of future advisory votes on named executive officer compensation was every “1 year” pursuant to the following
non-binding advisory votes:
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1 YEAR
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2 YEARS
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3 YEARS
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ABSTAIN
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41,958,530
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2,671
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437,180
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13,921
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There were 3,162,333 broker non-votes with respect to this matter. In accordance with these results, and consistent with the
recommendation of the Company's board of directors (the “Board”), the Board has determined that future advisory votes to approve the compensation of the Company's named executive officers will take place every year until the next advisory vote
on the frequency of such votes.
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.
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FRESHPET, INC.
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Date: June 24, 2025
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By:
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/s/ Todd Cunfer
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Name: Todd Cunfer
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Title: Chief Financial Officer
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