Report of Foreign Issuer (6-k)

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 June 2017

Commission File Number: 001-37669

Nomad Foods Limited

(Translation of registrant’s name in English)

No. 5 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.

Repurchase of Ordinary Shares Held in Escrow

On June 12, 2017, Nomad Foods Limited (the “ Company ”) issued a press release announcing that it has entered into an agreement to repurchase 9,779,729 of its ordinary shares (the “ Shares ”) beneficially owned by funds advised by Permira Advisers LLP (“ Permira ”) at a purchase price of $10.75 per share, which represents a 25% discount to the closing price of the Company’s ordinary shares on the New York Stock Exchange on June 9, 2017. The transaction relates to a final settlement of indemnity claims against an affiliate of Permira of legacy tax matters that predate its acquisition of Iglo Group in 2015 (the “ Acquisition ”). The aggregate purchase price of approximately $105.1 million will be funded from the Company’s cash on hand and the Shares will be retired. The Shares were previously held in escrow since the closing of the Acquisition pending resolution of such claims.

The press release is furnished as Exhibit 99.1 to this Report. The information contained in this Report on Form 6-K 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) and (ii) Form F-3, initially filed with the Commission on March 30, 2017 and declared effective on May 2, 2017 (File No. 333-217044).

Forward-Looking Statements

Certain statements in this report are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events and other matters that are not historical facts, including expectations regarding the repurchase of ordinary shares. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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.