Jana Partners Responds to Freshpet’s Half-measure Attempt to Resolve Rampant Conflicts of Interest, Governance Failures and Breaches of Fiduciary Duty
June 05 2023 - 10:28AM
Business Wire
Believes Resignation of Director David Basto is
Acknowledgement Company Failed to Adhere to its Recently Reaffirmed
Conflict of Interest Policy and Does Not Address Fundamental
Flaws
JANA Partners (“JANA”), which along with its affiliates and
partners, owns 9.5% of Freshpet, Inc. (NASDAQ:FRPT) (“Freshpet” or
the “Company”) today issued the following statement responding to
the resignation of Freshpet director David Basto and the Company’s
purported effort to engage with JANA.
Barry Rosenstein, Managing Partner at JANA, commented, “We
believe the Freshpet Board’s latest bid to patch its fundamental
governance issues with the smallest, halfhearted adjustment is yet
another self-serving attempt to preserve the status quo. While the
long overdue resignation of David Basto might cure a symptom, we
believe the root cause of the Board’s seeming dysfunction—rampant
conflicts of interest, oversight failures, breaches of fiduciary
duty, and entrenchment tactics—all remain unaddressed. We will
continue to advocate for the meaningful Board level change required
at Freshpet and remain open to a resolution that satisfactorily
achieves it.”
On May 24, 2023, JANA announced that it will be nominating four
highly qualified candidates to Freshpet’s Board at the Company’s
2023 Annual Meeting, scheduled for July 25, 2023.
Shareholders with questions can contact JANA’s proxy solicitor,
Innisfree M&A Incorporated, at (212) 750-5833.
About JANA Partners
JANA Partners was founded in 2001 by Barry Rosenstein. JANA
invests in undervalued public companies and engages with management
teams and boards to unlock value for shareholders.
Important Information
JANA Partners LLC, JANA Partners Management, LP, JANA Strategic
Investments Benchmark Master Fund, L.P., and Barry Rosenstein
(“collectively JANA”), and Scott Ostfeld, Diane Dietz, James
Lillie, Timothy R. McLevish, Kurt T. Schmidt, Dwyane Wade, Carsten
Charles (CC) Sabathia, Jr. and Ginger Gorden (collectively, and
together with JANA, the “Participants”) intend to file with the
Securities and Exchange Commission (the “SEC”) a definitive proxy
statement and accompanying form of GREEN proxy to be used in
connection with the solicitation of proxies from the stockholders
of Freshpet, Inc. (“Freshpet” or the “Company”) in connection with
the Company’s 2023 annual meeting of stockholders (the “2023 Annual
Meeting”). All stockholders of the Company are advised to read the
definitive proxy statement and other documents related to the
solicitation of proxies, each in connection with the 2023 Annual
Meeting, by the Participants when they become available, as they
will contain important information, including additional
information related to the Participants. The definitive proxy
statement and an accompanying GREEN proxy card will be furnished to
some or all of the Company’s stockholders and will be, along with
other relevant documents, available at no charge on the SEC website
at http://www.sec.gov.
Information about the Participants and a description of their
direct or indirect interests by security holdings is contained in
the preliminary proxy statement filed by the Participants with the
SEC on June 2, 2023. This document is available free of charge from
the source indicated above.
Disclaimer
This material does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein in any state to any person. In addition, the discussions and
opinions in this press release and the material contained herein
are for general information only, and are not intended to provide
investment advice. All statements contained in this press release
that are not clearly historical in nature or that necessarily
depend on future events are “forward-looking statements,” which are
not guarantees of future performance or results, and the words
“will,” “anticipate,” “believe,” “expect,” “potential,” “could,”
“opportunity,” “estimate,” and similar expressions are generally
intended to identify forward-looking statements. The projected
results and statements contained in this press release and the
material contained herein that are not historical facts are based
on current expectations, speak only as of the date of this press
release and involve risks that may cause the actual results to be
materially different. Certain information included in this material
is based on data obtained from sources considered to be reliable.
No representation is made with respect to the accuracy or
completeness of such data, and any analyses provided to assist the
recipient of this material in evaluating the matters described
herein may be based on subjective assessments and assumptions and
may use one among alternative methodologies that produce different
results. Accordingly, any analyses should also not be viewed as
factual and also should not be relied upon as an accurate
prediction of future results. All figures are unaudited estimates
and subject to revision without notice. JANA disclaims any
obligation to update the information herein and reserves the right
to change any of its opinions expressed herein at any time as it
deems appropriate. Past performance is not indicative of future
results.
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version on businesswire.com: https://www.businesswire.com/news/home/20230605005311/en/
Media Gasthalter & Co. Jonathan Gasthalter/Nathaniel Garnick
JANA@gasthalter.com
Investors IR@janapartners.com
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