Form 6-K Nomad Foods Ltd For: May 20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022

Commission File Number: 001-37669

Nomad Foods Limited

(Translation of registrant’s name in English)

No. 1 New Square

Bedfont Lakes Business Park

Feltham, Middlesex TW14 8HA

+ (44) 208 918 3200

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

2022 Annual Meeting of Shareholders

Attached hereto as Exhibit 99.1 is a copy of the proxy statement and form of proxy of Nomad Foods Limited (the “Company”) for the Company’s 2022 annual meeting of shareholders scheduled to be held on July 1, 2022, and attached hereto as Exhibit 99.2 is a copy of the Notice of Internet Availability of Proxy Materials which is being first mailed to shareholders on or about May 20, 2022.

Exhibit 99.1 is incorporated by reference into the registration statements on (i) Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2016 (File No. 333-211095), (ii) Form F-3, initially filed with the Commission on March 30, 2017 and declared effective on May 2, 2017 (File No. 333-217044) and (iii) Form F-3 filed with the Commission on June 4, 2018, which was automatically effective upon filing with the Commission (File No. 333-225402).

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, thereunto duly authorized.

Dated: May 20, 2022

Exhibit Index

Exhibit 99.1

		No. 1 New Square Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA

Notice of Annual Meeting of Shareholders

May 20, 2022

Dear Shareholder:

It is my pleasure to invite you to attend Nomad Foods Limited’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”). The meeting will be held on July 1, 2022, at 10:00 a.m. London time, at the London Headquarters of Nomad Foods Limited, No. 1 New Square, Bedfont Lakes Business Park, Feltham, Middlesex, TW14 8HA. At the meeting, you will be asked to:

Only shareholders of record as of the close of business on May 2, 2022 may vote at the Annual Meeting. It is important that your shares be represented at the Annual Meeting, regardless of the number of shares you may hold. Whether or not you plan to attend, we encourage you to vote as promptly as possible.

We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the coronavirus, or COVID-19, and are sensitive to the public health and travel concerns that our shareholders may have, as well as protocols that local governments may impose. If it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the Annual Meeting. Any such change will be announced via press release that will be furnished on a Form 6-K to the Securities and Exchange Commission.

Shareholders of record as of May 2, 2022 are entitled to vote in one of the following ways:

By Telephone

By Internet

By Mail

In Person

You can vote by calling 1-866-868-1646. You will need your control number on your proxy card or Notice of Internet Availability.

You can vote online at www.proxypush.com/NOMD. You will need your control number on your proxy card or Notice of Internet Availability.

You can vote by marking, signing and dating your proxy card or voting instruction form and returning it in the postage- paid envelope.

You can vote in person. For instructions on attending the Annual Meeting in person, please see page 4.

We look forward to seeing you on July 1, 2022.

Sincerely,

Sir Martin Ellis Franklin, KGCN

Co-Chairman of the Board of Directors

We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access

our proxy statement and annual report on or about May 20, 2022.

Our proxy statement and annual report are available online at www.proxydocs.com/NOMD

Table of Contents

Proxy Statement

The Board of Directors (the “Board”) of Nomad Foods Limited (“we,” “us,” “Nomad” or the “Company”) is soliciting proxies to be voted at the 2022 Annual Meeting of Shareholders. By using a proxy, you can vote even if you do not attend the Annual Meeting. This proxy statement describes the matters on which you are being asked to vote so you can make an informed decision.

Questions and Answers

Proxy Statement

By Internet. The enclosed proxy card indicates the website you may access for Internet voting. The Internet voting system allows you to confirm that the system has properly recorded your votes.

By Telephone. You can vote your proxy by calling 1-866-868-1646. If you vote by telephone, you do not need to return your proxy card.

By Mail. If you are located in the United States and you received a paper copy of the proxy materials, you can vote by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. If you are located outside the United States, you should add the necessary postage to the enclosed envelope to ensure delivery. In order to ensure that your vote is received on or prior to the date of the Annual Meeting, we recommend that your proxy card be returned by overnight mail.

In Person at the Annual Meeting. If you attend the Annual Meeting, we will give you a ballot when you arrive. Even if you plan to attend the Annual Meeting, we encourage you to vote your Shares by proxy so that your vote will be counted if you later decide not to attend the meeting.

Proxy Statement

Proxy Statement

Proposal I — Election of Directors

Introduction

Our Memorandum and Articles provide that our Board must be composed of at least one director. Our Board currently consists of eleven directors. One of our current directors, Golnar Khosrowshahi, is not standing for re-election at the Annual Meeting, therefore, immediately following the Annual Meeting, the size of our Board will be reduced to ten directors. Pursuant to our Memorandum and Articles and a resolution of directors, our directors are appointed at the annual meeting of shareholders for a one-year term, with each director serving until the annual meeting of shareholders following his or her election.

Upon the recommendation of the Nominating and Corporate Governance Committee of our Board, our Board has nominated the following persons for election at the Annual Meeting, each for a one-year term that expires at the 2023 Annual Meeting of Shareholders: (i) Sir Martin Ellis Franklin, KGCN, (ii) Noam Gottesman, (iii) Ian G.H. Ashken, (iv) Stéfan Descheemaeker, (v) James E. Lillie, (vi) Stuart M. MacFarlane, (vii) Victoria Parry, (viii) Amit Pilowsky, (ix) Melanie Stack and (x) Samy Zekhout. Each nominee currently serves as a director of the Company and has consented to continuing his or her service if re-elected.

Nomination of Directors by Preferred Shareholders

The initial holders of 20% or more of our Preferred Shares are entitled to nominate, and the Board is required to appoint, one director to the Board. If such holder notifies the Company in writing to remove any director nominated by him or her, the other directors must remove such director, and the holder will have the right to nominate a director to fill the resulting vacancy. In the event an initial holder of the Preferred Shares ceases to be a holder of Preferred Shares or holds less than 20% of the Preferred Shares in issue, such initial holder will no longer be entitled to nominate a person as a director, and the holders of a majority of the outstanding Preferred Shares will instead be entitled to exercise that initial holder’s former rights to appoint a director. Of the outstanding Preferred Shares, 50% are held by an entity affiliated with Sir Martin and 50% are held by an entity affiliated with Mr. Gottesman. Although each of Sir Martin and Mr. Gottesman serve on the Board, neither of them has nominated any persons to serve as directors of the Company at this time.

Director Qualifications

We believe that each of our nominees has the experience, skills and qualities to fully perform his or her duties as a director and to contribute to our success. Each of our nominees is being nominated because we believe that he or she adheres to the highest standards of personal integrity and possesses excellent interpersonal and communication skills, is highly accomplished in his or her field, has an understanding of the interests and issues that are important to our shareholders and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our nominees as a group complement each other and each other’s respective experiences, skills and qualities.

Each nominee’s biographical information, including his or her principal occupation, business experience, qualifications and other information appears on the following pages.

Our Board recommends a vote FOR the election of each of the following director nominees.

Proposal — Election of Directors > Nominees for Director

Nominees for Director

Proposal — Election of Directors > Nominees for Director

Proposal — Election of Directors > Nominees for Director

Proposal — Election of Directors > Nominees for Director

Proposal — Election of Directors > Nominees for Director

Corporate Governance

As we are a foreign private issuer, as defined by the rules of the SEC, we are permitted to follow certain corporate governance practices of our home country, the British Virgin Islands, instead of those otherwise required for U.S. domestic issuers by both the SEC and the NYSE. While we voluntarily follow most NYSE corporate governance rules, we also take advantage of some limited exemptions, which we note in this “Corporate Governance” section.

Independence of Directors

In 2022, our Board undertook a review of director independence, which included a review of each director’s responses to questionnaires asking about any relationships with us. This review was designed to identify and evaluate any transactions or relationships between a director or any member of his or her immediate family and us, or members of our senior management or other members of our Board of Directors, and all relevant facts and circumstances regarding any such transactions or relationships.

Based on this review, our Board has affirmatively determined that each of Messrs. Ashken, Lillie, MacFarlane and Pilowsky and Mses. Parry and Stack meet the independence requirements of the NYSE’s corporate governance listing standards.

Because Mr. Gottesman and Sir Martin are affiliated with entities that receive advisory fees from us, they are not independent under NYSE corporate governance listing standards. In addition, Messrs. Descheemaeker and Zekhout are executive officers of the Company and, therefore, they are not independent.

Under BVI law, there is no requirement that our Board consist of a majority of independent directors and our independent directors are not required to hold executive sessions. Seven of our current Board members (and immediately following our Annual Meeting, six) are independent based on NYSE independence standards. While our Board’s non- management directors will meet regularly in executive session without management, our Board may not hold an executive session of only independent directors at least once a year as called for by the NYSE.

The Board has created the position of Lead Independent Director to facilitate and strengthen the Board’s independent oversight of our performance and strategy and to promote effective governance standards.

Board Committees

Our Board has three standing Committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, each of which operates under a written charter adopted by the Board. Each Committee reviews its charter periodically to recommend charter changes to the Board as appropriate. A current copy of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters is available through the Investors—Corporate Governance link on our website, www.nomadfoods.com.

Corporate Governance

The table below provides the current membership and chairperson for each of our Committees and identifies our current Lead Independent Director.

Name		Audit		Compensation		Nominating and Corporate Governance		Lead Independent Director
Ian G.H. Ashken				(Chair)		(Chair)
James E. Lillie		(Chair)
Stuart MacFarlane
Victoria Parry
Melanie Stack

= Committee member

Audit Committee

Responsibilities. Our Audit Committee is primarily responsible for, among other things, assisting the Board in its oversight of the integrity of our financial statements, of our compliance with legal and regulatory requirements, and of the independence, qualifications and performance of our independent auditors. Our Audit Committee meets at least quarterly with management and the independent auditors and reports on such meetings to the Board. The responsibilities of our Audit Committee as set forth in its charter include the following:

overseeing our financial reporting process and systems of internal accounting and financial controls;

overseeing the external audit of our financial statements;

overseeing our compliance with accounting policies;

overseeing our policies and procedures with respect to risk assessment and risk management;

assisting the Board with oversight of the Company’s compliance with legal and regulatory matters, including whistleblowing;

reviewing the Company’s public disclosures; and

reviewing related party transactions.

Independence and Financial Expertise. The Board reviewed the background, experience and independence of the current Audit Committee members and based on this review, the Board determined that each member of the Audit Committee:

meets the independence requirements of the NYSE’s corporate governance listing standards;

meets the enhanced independence standards for audit committee members required by the SEC; and

is financially literate, knowledgeable and qualified to review financial statements.

In addition, the Board determined that Mr. Lillie qualifies as an “audit committee financial expert” under SEC rules.

Corporate Governance

Compensation Committee

Responsibilities. The responsibilities of our Compensation Committee as set forth in its charter include the following:

assisting the Board in evaluating potential candidates for executive positions;

determining the compensation of our chief executive officer;

making recommendations to the Board with respect to the compensation of other executive officers;

reviewing our incentive compensation and other equity-based plans; and

reviewing, on a periodic basis, director compensation.

Independence. The Board reviewed the background, experience and independence of the Compensation Committee members and based on this review, the Board determined that each member of the Compensation Committee meets the independence requirements of the NYSE’s corporate governance listing standards, including the heightened independence requirements specific to compensation committee members.

Nominating and Corporate Governance Committee

Responsibilities. The responsibilities of our Nominating and Corporate Governance Committee as set forth in its charter include the following:

identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board;

recommending directors to the Board to serve as members of each committee;

developing and recommending a set of corporate governance principles applicable to our company and overseeing Board evaluations; and

reviewing the structure, size and composition of the Board and making recommendations to the Board with regard to any changes it deems necessary.

Independence. The Board reviewed the background, experience and independence of the Nominating and Corporate Governance Committee members, and based on this review, the Board determined that each member of the Nominating and Corporate Governance Committee meets the independence requirements of the NYSE’s corporate governance listing standards.

Director Compensation

In 2021, each of our non-executive directors (except as indicated below) received, and, in 2022 will be entitled to receive, $50,000 per year together with an annual restricted stock grant issued under the Nomad Foods Limited Amended and Restated Long-Term 2015 Incentive Plan (“LTIP”) equal to $100,000 of Ordinary Shares valued at the date of issue, which vest on the earlier of the date of the following year’s annual meeting of shareholders or 13 months from the issuance date.

Directors who are members of Board committees received in 2021, and are also entitled to receive in 2022, an additional $2,000 per year per committee. The chairman of the Audit Committee, currently James E. Lillie, is entitled to receive $10,000 per year and the chairman of the Compensation and the Nominating and Corporate Governance Committees, currently Ian G.H. Ashken, is entitled to receive $7,500 per year (per committee).

Mr. Gottesman and Sir Martin have elected not to receive a fee in relation to their service as directors.

Director fees are payable quarterly in arrears. In addition, all of the directors are entitled to be reimbursed by us for travel, hotel and other expenses incurred by them in the course of their directors’ duties.

Executive Compensation

Details regarding executive compensation for the year ended December 31, 2021, including (i) the compensation and benefits provided to our executive officers, (ii) a brief description of the bonus programs in which our executive officers participated, and (iii) the total amounts set aside for pension, retirement and similar benefits for our executive officers, as well as a description of the LTIP including a summary of the material terms of the LTIP, a description of current executive employment agreements and equity awards granted thereunder, are set forth under Item 6B – Compensation of Executive Officers and Directors in the Company’s Annual Report on Form 20-F, filed with the SEC on March 3, 2022 (the “2021 Form 20-F”).

Proposal II — Ratification of Independent Registered Public Accounting Firm

The Audit Committee of our Board is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2022, and our Board hereby submits that selection for ratification by our shareholders at the Annual Meeting. PwC has acted as our independent registered public accounting firm since the Company’s inception in 2014.

The Audit Committee and the Board believe that the retention of PwC as our independent registered public accounting firm is in the best interest of the Company and our shareholders, and we are asking our shareholders to ratify the selection of PwC as our independent registered public accounting firm for 2022.

Although ratification is not required by our Memorandum and Articles or otherwise, we are submitting the selection of PwC to our shareholders for ratification because we value our shareholders’ views on our Company’s independent registered public accounting firm and as a matter of good corporate governance. The Audit Committee may consider the outcome of the shareholder vote in connection with the Audit Committee’s selection of our independent registered public accounting firm in the next fiscal year, but is not bound by the shareholders’ vote. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time if it determines that a change would be in the best interests of our Company and our shareholders.

Principal Accountant Fees and Services

The table below sets out the total amount billed to us by PwC, for services performed in the years ended December 31, 2021 and 2020, and breaks down these amounts by category of service:

Audit Fees

Audit Fees

Audit fees in the year ended December 31, 2021 and 2020 were related to the audit of our consolidated financial statements and other audit or interim review services provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-related fees in the year ended December 31, 2021 and 2020 were related to other assurance services on capital market transactions.

Tax Fees

Tax fees in the years ended December 31, 2021 and 2020 were related to tax compliance and other tax related services.

Proposal II — Ratification of Independent Registered Public Accounting Firm

All Other Fees

Other fees in the year ended December 31, 2021 and 2020  relate to other non-audit assurance services.

Pre-Approval Policies and Procedures

The advance approval of the Audit Committee or members thereof, to whom approval authority has been delegated, is required for all audit and non-audit services provided by our auditors.

All services provided by our auditors are approved in advance by either the Audit Committee or members thereof, to whom authority has been delegated, in accordance with the Audit Committee’s pre-approval policy. No such services were approved pursuant to the procedures described in Rule 2-01(c)(7)(i)(C) of Regulation S-X, which waives the general requirement for pre-approval in certain circumstances.

Our Board recommends a vote FOR the ratification of the Audit Committee’s selection of PwC as our Independent Registered Public Accounting Firm for 2022.

Other Matters

Available Information

We maintain an internet website at www.nomadfoods.com. Copies of the Committee charters of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and of our Code of Ethics, can be found under the Investors—Corporate Governance link on our website, www.nomadfoods.com, and such information is also available in print to any shareholder who requests it through our Investor Relations department at the address below.

We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of the 2021 Form 20-F as filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. In addition, such report is available, free of charge, through the Investors—SEC Filings section of our internet website at www.nomadfoods.com. A request for a copy of such report should be directed to Nomad Foods Limited, No. 1 New Square, Bedfont Lakes Business Park Feltham, Middlesex TW14 8HA, Attention: Investor Relations. A copy of any exhibit to the 2021 Form 20-F will be forwarded following receipt of a written request with respect thereto addressed to Investor Relations.

Electronic Delivery

We have elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. We believe electronic delivery will expedite shareholders’ receipt of materials, while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of full sets of materials. We mailed the Notice containing instructions on how to access our proxy statement and annual report online on or about May 20, 2022. If you would like to receive a paper copy of the proxy materials, the Notice contains instructions on how to receive a paper copy.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder

Meeting To Be Held on July 1, 2022

This Proxy Statement and our 2021 Annual Report are available online at

www.proxydocs.com/NOMD.

Nomad Foods

P.O. BOX 8016, CARY, NC 27512-9903
YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:
Nomad Foods Limited
Annual Meeting of Shareholders
For Shareholders of record as of May 02, 2022
TIME: Friday, July 1, 2022 10:00 AM, Local Time
PLACE: No. 1 New Square, Bedfont Lakes Business Park
Feltham, Middlesex, TW14 8HA
This proxy is being solicited on behalf of the Board of Directors
The undersigned hereby appoints Stéfan Descheemaeker and Samy Zekhout (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of Nomad Foods Limited which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
INTERNET
Go To: www.proxypush.com/NOMD
Cast your vote online
Have your Proxy Card ready
Follow the simple instructions to record your vote
PHONE Call 1-866-868-1646
Use any touch-tone telephone
Have your Proxy Card ready
Follow the simple recorded instructions
MAIL
Mark, sign and date your Proxy Card
Fold and return your Proxy Card in the postage-paid envelope provided

Nomad Foods Limited

Annual Meeting of Shareholders
Please make your marks like this: X
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR ON PROPOSALS 1 AND 2
PROPOSAL
YOUR VOTE
BOARD OF DIRECTORS RECOMMENDS
1. Elect ten members of the Board of Directors for a one-year term expiring at the 2023 Annual Meeting of Shareholders.
FOR AGAINST ABSTAIN
1.01 Sir Martin Ellis Franklin, KGCN FOR
1.02 Noam Gottesman FOR
1.03 Ian G.H. Ashken FOR
1.04 Stéfan Descheemaeker FOR
1.05 James E. Lillie FOR
1.06 Stuart M. MacFarlane FOR
1.07 Victoria Parry FOR
1.08 Amit Pilowsky FOR
1.09 Melanie Stack FOR
1.10 Samy Zekhout FOR
FOR AGAINST ABSTAIN
2. Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2022 fiscal year. FOR
3. Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.
You must register to attend the meeting online and/or participate at www.proxydocs.com/NOMD
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
Signature (and Title if applicable) Date
Signature (if held jointly) Date

                                                                      Exhibit 99.2

Nomad Foods

P.O. BOX 8016, CARY, NC 27512-9903
Nomad Foods Limited
Important Notice Regarding the Availability of Proxy Materials
Shareholders Meeting to be held on July 1, 2022
For Shareholders of record as of May 02, 2022
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting.
To view the proxy materials, and to obtain directions to attend the meeting, go to: www.proxydocs.com/NOMD
To vote your proxy while visiting this site, you will need the 12 digit control number in the box below.
Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet.
For a convenient way to view proxy materials and VOTE go to www.proxydocs.com/NOMD
Have the 12 digit control number located in the shaded box above available when you access the website and follow the instructions.
If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before June 21, 2022
To order paper materials, use one of the following methods.
INTERNET www.investorelections.com/NOMD
TELEPHONE (866) 648-8133
* E-MAIL [email protected]
When requesting via the Internet or telephone you will need the 12 digit control number located in the shaded box above.
* If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located above) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material.
Nomad Foods Limited
Meeting Materials: Notice of Meeting and Proxy Statement & Annual Report
Meeting Type: Annual Meeting of Shareholders
Date: Friday, July 1, 2022
Time: 10:00 AM, Local Time
Place: No. 1 New Square, Bedfont Lakes Business Park Feltham, Middlesex, TW14 8HA
You must register to attend the meeting online and/or participate at www.proxydocs.com/NOMD
SEE REVERSE FOR FULL AGENDA

Nomad Foods Limited

Annual Meeting of Shareholders
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR ON PROPOSALS 1 AND 2
PROPOSAL
1. Elect ten members of the Board of Directors for a one-year term expiring at the 2023 Annual Meeting of Shareholders.
1.01 Sir Martin Ellis Franklin, KGCN
1.02 Noam Gottesman
1.03 Ian G.H. Ashken
1.04 Stéfan Descheemaeker
1.05 James E. Lillie
1.06 Stuart M. MacFarlane
1.07 Victoria Parry
1.08 Amit Pilowsky
1.09 Melanie Stack
1.10 Samy Zekhout
2. Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2022 fiscal year.
3. Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.