Freshpet, Inc. Launches Multi-Year Corporate Governance Plan
SECAUCUS, N.J., Aug. 14, 2020 (GLOBE NEWSWIRE) -- Freshpet, Inc. (“Freshpet” or the “Company”) (NASDAQ: FRPT) today launched a multi-year plan to enhance its corporate governance practices, as described in detail in the definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (“SEC”) in connection with Freshpet’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”).
“Our commitment to good governance – which we believe is fundamental to advance Freshpet’s environmental, social and governance (“ESG”) practices – mirrors our commitment to Pets, People and the Planet that have been at the core of our Company since its founding,” said Billy Cyr, CEO of Freshpet. “Based on engagement with our shareholders, our Board and management believe that now is the time for Freshpet to initiate a step-by-step process to evolve from the governance practices of the small cap, private equity-backed company that went public in 2014 to the governance practices our shareholders would expect of a company with $1 billion in net sales and a broad, sophisticated investor base by 2025. Our governance enhancements will match the increasing scale and complexity of the Company with a deliberate series of steps that will ultimately result in the governance practices of a fully mature company.”
“Through our direct dialogue with our shareholders, the Board received feedback that they would like to see Freshpet evolve its corporate governance practices commensurate to its long-term business goals, and want greater access to information about how companies like Freshpet are linking purpose with profit,” said Charles A. Norris, Chairman of the Board. “Our culture and history of corporate responsibility make it a natural decision by the Board to enhance Freshpet’s corporate governance practices at this time as a part of our endeavor to increase transparency on Freshpet’s ESG practices and activities, which the Board and management believe are intrinsically tied to how we create long-term value for our shareholders and stakeholders.”
Highlights from Freshpet’s Commitment to Good Corporate Governance as described in the 2020 Proxy Statement are as follows:
| | 2020 Proposal to Shareholders and Board Action | | |||
| | Board Proposal to Eliminate All Supermajority Voting Provisions from our Certificate of Incorporation | | | In this year’s Proxy Statement, our Board has submitted a proposal to be voted on by shareholders to eliminate all of the supermajority voting provisions from the Company’s Certificate of Incorporation. | |
| | Planned Future Proposals and Board Actions | | |||
| | Director Resignation Policy | | | After this year’s Annual Meeting and contingent upon the shareholders’ approval of the Supermajority Voting Removal Proposal, the Board plans to adopt a policy that any incumbent nominee for director who does not receive the affirmative vote of a majority of the votes cast in any uncontested election must promptly offer to resign. The Nominating and Corporate Governance Committee will make a recommendation on the offer and the Board will decide whether to accept or reject the offer. | |
| | Majority Voting Standard for Director Elections | | | Before the Company’s 2021 Annual Meeting, the Board plans to amend our Bylaws to implement a majority voting standard for director elections in uncontested elections and a plurality voting standard in contested elections. Our current Bylaws provide for a plurality voting standard. | |
| | Director Retirement Policy | | | Before the Company’s 2021 Annual Meeting, our Board plans to adopt a director retirement policy that will provide that non-employee directors may not stand for re-election to the Board after reaching age 75. | |
| | Board Proposal to Declassify the Board of Directors | | | In the Company’s 2021 Proxy Statement, our Board plans to submit a proposal to be voted on by stockholders to fully declassify the Board by 2025. Our Certificate of Incorporation currently divides our Board into three classes, with one class being elected each year. | |
| | Proxy Access | | | Before the Company’s 2022 Annual Meeting, the Board plans to amend the Company’s Bylaws incorporating a provision to permit a stockholder, or a group of up to 20 shareholders, owning at least 3% of our outstanding common stock for three years, to nominate a certain percentage of the directors for the Company’s Board. | |
| | Stockholder Right to Call a Special Meeting | | | In the Company’s 2022 Proxy Statement, our Board plans to submit a proposal to be voted on by stockholders at the 2022 Annual Meeting to allow stockholders the ability to call special meetings. | |
Forward-Looking Statements
Certain of the Company’s statements in this release, including future corporate governance changes, are “forward-looking statements” within the meaning of applicable securities laws and regulations. Such forward-looking statements are based on the current expectations of the Company’s management and Board of Directors and are not guarantees of future performance, results or outcomes. While the Company believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. For example, the Company may not receive the requisite approval to carry out some of its expected initiatives or the Company’s Board of Directors may abandon or change some or all of its plans with respect to such initiatives. Such forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update such forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.
About Freshpet
Freshpet’s mission is to improve the lives of dogs and cats through the power of fresh, real food. Freshpet foods are blends of fresh meats, vegetables and fruits farmed locally and made at our Kitchens in Bethlehem PA. We thoughtfully prepare our foods using natural ingredients, cooking them in small batches at lower temperatures to preserve the natural goodness of the ingredients. Freshpet foods and treats are kept refrigerated from the moment they are made until they arrive at Freshpet Fridges in your local market.
Our foods are available in select mass, grocery (including online), natural food, club, and pet specialty retailers across the United States, Canada and Europe. From the care, we take to source our ingredients and make our food, to the moment it reaches your home, our integrity, transparency and social responsibility are the way we like to run our business. To learn more, visit .
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CONTACT
ICR
Katie Turner
646-277-1228
