Key Summary: On September 22, 2022, JANA Partners (9.6%) announced plans to discuss strategic and governance matters with the board. By December 15, 2022, JANA (8.9%) planned to solicit proxies for the 2023 AGM. On May 24, 2023, JANA (9.3%) nominated four board candidates, criticizing the board's failures. They proposed specific nominees on May 25 and filed a complaint on June 1 against the board for governance issues. On June 5, JANA called for meaningful board changes. On August 21, 2023, a cooperation agreement led to the appointment of Timothy McLevish and Joseph E. Scalzo to the board.Market Cap: $3.7 billion| Freshpet, Inc. manufactures and markets natural fresh meals and treats for dogs and cats in the United States, Canada, and Europe.
On September 22, 2022, JANA Partners (9.6%) announced its intention to engage in discussions with the board and management team regarding strategic value assessment, capital allocation, operations, investor communication, management, and board governance matters. Source
On December 15, 2022, JANA (8.9%) informed the company of its plan to solicit proxies at the company's 2023 AGM. Source
On May 24, 2023, JANA Partners (9.3%) nominated four candidates for election to the board at the 2023 AGM. It issued a letter to the shareholders stating its belief that the company's pattern of missteps stems directly from a Board that has disregarded its most basic duties to shareholders.
On May 25, 2023, JANA Partners delivered a notice to the company of its intent to propose the nomination of Diane Dietz, Timothy R. McLevish and Scott Ostfeld for election at the 2023 AGM, and for Kurt T. Schmidt to serve as an alternate nominee in the event any of the JANA Nominees are unable to stand for election. Source
On June 1, 2023, JANA Partners filed a verified complaint in the Court against each member of the board and the company. In the Verified Complaint, the plaintiffs seek orders (i) declaring that the defendant Board members breached their fiduciary duties by decreasing the number of directors in Class III and increasing the number of directors in Class I; (ii) declaring that stockholders have an opportunity to elect four Class III directors at the annual meeting; and (iii) compelling a director in Class I or Class II to stand for election at the annual meeting as a Class III director. Source
On June 5, 2023, JANA Partners criticizes the company's insufficient attempts to address governance issues, calling for meaningful board-level changes. It remains open to a satisfactory resolution that addresses the root causes of dysfunction at Freshpet. Source
On August 21, 2023, the company entered into a cooperation agreement with JANA Partners and pursuant to it, the company appointed Timothy McLevish and Joseph E. Scalzo to its Board.
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