Freshpet (FRPT) Provides Update on 2023 Annual Meeting of Stockholders

The Freshpet, Inc. (NASDAQ: FRPT) (“Freshpet” or the “Company”) Board of Directors (the “Board”) today issued the following statement regarding its 2023 Annual Meeting of Stockholders and proxy contest with JANA Partners LLC (“JANA”):

The Company first became aware of JANA’s investment in Freshpet on September 22, 2022, when JANA publicly disclosed both its ownership interest and its agreement with three individuals to be nominated as directors at the 2023 Annual Meeting. In the interest of resolving JANA’s campaign and avoiding continued distraction, we would have preferred to convene the 2023 Annual Meeting in July to allow shareholders to express their views on an expedited basis. However, JANA’s litigation about the timing of the meeting and the placement of the directors in the appropriate classes has made holding the 2023 Annual Meeting in July unfeasible. As a result, the Company will postpone the 2023 Annual Meeting to a date in October, a similar time period as last year.

Freshpet has been conducting a broad director search that identified multiple candidates, not all of whom were available for immediate appointment to the Board. In fact, the Board invited JANA to interview the two top candidates, and JANA agreed that both directors were great additions to the Freshpet Board. The first candidate, Dave Biegger, was appointed last month and will stand for election in 2024. Given the delay in the Annual Meeting, the Company expects to have an additional candidate available to stand for election as a Class III director at the Annual Meeting in October 2023, along with three incumbent directors. We will permit JANA to have four director nominees stand for election.

While neither of these actions are required, the Board believes this is the most practical path forward in light of JANA’s recent actions and in order to eliminate the disruption caused by the JANA litigation.

Freshpet remains open to avoiding the continued distraction of a proxy contest and the Company reiterates our offer to interview JANA’s independent director nominees in an effort to achieve a beneficial resolution. We look forward to continuing to engage with all Freshpet shareholders, including JANA, about our strong business momentum.

Since September 2022, the Company has met or exceeded expectations every quarter, reduced its capital spending commitments, demonstrated improved operating performance, and opened its Ennis, Texas facility, as well as its second distribution center on time and under budget. The Company posted 27% year-over-year growth in the first quarter 2023, demonstrating that it continues to execute its strategy and is on track to deliver significant shareholder value.

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