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.

Submission of Matters to a Vote of Security Holders.

On June 19, 2017, Nomad Foods Limited (the “ Company ”) held its 2017 annual meeting of shareholders (the “ 2017 Annual Meeting ”). The proposals submitted to a shareholder vote at the 2017 Annual Meeting are described in detail in the Company’s Proxy Statement for the 2017 Annual Meeting, as filed with the Securities and Exchange Commission on a Form 6-K on May 17, 2017 (the “ Proxy Statement ”). Shareholders present in person or by proxy represented 182,088,622 ordinary shares and 1,500,000 preferred shares of the Company (or 73.78% of the outstanding ordinary shares and preferred shares of the Company combined as of May 5, 2017, the record date for the 2017 Annual Meeting).

At the 2017 Annual Meeting, the Company’s shareholders (i) elected the eleven (11) directors specifically named in the Proxy Statement, each for a one-year term expiring at the Company’s 2018 annual meeting of shareholders and (ii) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year. The detailed voting results for each proposal are set forth below.

Proposal 1 - Election of Directors: The Company’s shareholders approved the election of the eleven (11) directors specifically named in the Proxy Statement, each to serve until the Company’s 2018 annual meeting of shareholders or until his or her respective successor is duly elected and qualified. The final voting results with respect to the election of directors were as follows:


Nominee	For		Against		Abstain		% cast FOR
Martin E. Franklin		134,891,825		398,537		163,670		99.58	%
Noam Gottesman		134,891,005		398,357		164,670		99.58	%
Ian G.H. Ashken		135,219,967		69,283		164,782		99.83	%
Stéfan Descheemaeker		135,213,506		75,856		164,670		99.82	%
Jeremy Isaacs CBE		134,889,787		73,483		490,762		99.58	%
Paul Kenyon		125,712,122		9,251,260		460,650		92.81	%
James E. Lillie		134,896,167		68,327		489,538		99.59	%
Lord Myners of Truro CBE		134,876,312		87,347		490,373		99.57	%
Victoria Parry		134,758,015		205,756		490,261		99.49	%
Brian Welch		134,693,095		270,564		490,373		99.44	%
Simon White		133,743,832		1,219,827		490,373		98.74	%

Proposal 2 - Ratification of Auditors: The Company’s shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year as follows:


For	Against	Abstain	% cast FOR
135,157,537	132,646	163,849	99.78%

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).

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.