Freshpet, Inc. (NASDAQ: FRPT) (“Freshpet” or the “Company”) today
announced that it has entered into a cooperation agreement with
JANA Partners (“JANA”), one of the Company’s largest shareholders.
As part of the agreement, Freshpet has appointed Timothy McLevish
and Joseph E. Scalzo to its Board of Directors (“the Board”),
effective immediately.
Mr. McLevish joins the Board as a Class I director with a term
expiring at the Company’s 2024 annual meeting, and Mr. Scalzo joins
as a Class II director with a term expiring at the Company’s 2025
annual meeting. In connection with this appointment, Freshpet’s
Board has increased from ten to twelve directors, eleven of whom
are independent.
Mr. McLevish brings over 20 years of operational and financial
leadership experience across multiple industries, including in
branded food and retail. Mr. McLevish served as Chief Financial
Officer at five public companies including Carrier Corporation,
Walgreens Boots Alliance, Inc., Kraft Foods Group, Inc.,
Ingersoll-Rand Corporation and Mead Corporation.
Mr. Scalzo brings over 30 years of operational and leadership
experience in the CPG industry, characterized by a proven track
record of value creation, including as the Chief Executive Officer
of high growth companies Simply Good Foods Company and WhiteWave
Foods Inc. Mr. Scalzo also served as a senior executive at leading
consumer companies including Dean Foods, The Gillette Company and
The Coca-Cola Company.
“We are pleased to reach a constructive agreement with JANA. The
Freshpet business has tremendous momentum and this agreement will
help position us to continue delivering the results our
shareholders expect,” said Billy Cyr, CEO of Freshpet. “We also
welcome Tim and Joe to our team and are confident they will be
valued colleagues and members of our Board as we work to continue
capitalizing on the significant opportunities ahead and creating
value for shareholders.”
Walter N. George, Chairman of Freshpet, said, “We have taken a
thoughtful approach to Board refreshment to ensure our directors
have the right skills to support our long-term strategy and value
creation objectives. Freshpet will benefit greatly from Tim and
Joe’s deep experience in large-scale, complex, and global consumer
businesses, and we are pleased that they have joined our team.”
“I have long admired Freshpet’s business as it has transformed
from a pet food disruptor to a scaled industry leader,” said Mr.
McLevish. “I am thrilled to join the Company’s Board at this
exciting time and look forward to bringing new perspectives and
insight as the management team continues to execute on its
long-term strategic growth plan.”
“Freshpet has built a category disrupting brand proposition in
pet food with compelling sustainable competitive advantages, and I
am very pleased to join the Board,” said Mr. Scalzo. “I am eager to
support the Board and management team’s efforts to build on
Freshpet's industry-leading growth, enhanced operations, and
leverage its significant competitive advantage to deliver long-term
value for shareholders.”
Scott Ostfeld, Managing Partner at JANA, stated, “We commend
Freshpet for the significant improvements in the business, team and
Board made over the past year. Joe Scalzo and Tim McLevish are
proven executives with exceptional track records of driving
shareholder value, and we are confident that the Company is well
positioned to realize its full potential for shareholders. We look
forward to supporting Freshpet’s Board and management as it
executes on its compelling growth strategy.”
Pursuant to the agreement, JANA has agreed to withdraw the
director nominations it had previously submitted to the Company and
will support the Board’s slate of directors at the 2023 Annual
Meeting of Shareholders. JANA has also agreed to certain customary
standstill provisions. The full cooperation agreement with JANA
will be filed in a Current Report on Form 8-K with the Securities
and Exchange Commission.
Bank of America served as financial advisor and Sidley Austin
LLP served as legal advisor to Freshpet.
About Timothy McLevish
Timothy (Tim) McLevish is a senior corporate finance executive
and board member with deep experience in large-scale, complex and
global consumer businesses. He has served as Chief Financial
Officer at five public companies, including Carrier Corporation,
Walgreens Boots Alliance, Inc., Kraft Foods Group, Inc.,
Ingersoll-Rand Corporation and Mead Corporation. Mr. McLevish
previously worked at Touche Ross & Co. and began his career at
General Mills. He is a member of the board of directors of Revlon,
Inc. and is a former member of the boards of directors of Conagra
Brands, Inc., Kennametal, Inc., Lamb Weston Holdings, Inc., R.R.
Donnelley & Sons Company, URS Corporation and US Foods,
Inc.
About Joseph Scalzo
Joseph (Joe) Scalzo is an experienced consumer packaged
goods executive and board member with significant operational,
leadership and governance expertise. He has more than 30 years of
experience at leading food and consumer companies, including
serving as CEO of Simply Good Foods, Atkins Nutritionals, Inc., and
WhiteWave Foods Company, as well as in senior executive roles at
Dean Foods, The Gillette Company and The Coca-Cola Company. Mr.
Scalzo began his career at Procter & Gamble. He is a member of
the board of directors at Treehouse, Inc. and serves as Executive
Vice Chairman and member of the board of directors of Simply Good
Foods. He formerly served as a director of HNI Corp., Earthbound
Farms and Focus Brands.
About FreshpetFreshpet is the leading fresh
food for dogs and cats. Since its conception in 2006, Freshpet has
been on a mission to transform the lives of dogs and cats through
the power of fresh, nutritious food, while pushing the boundaries
of sustainable practices. The recipes are developed by Veterinarian
Nutritionists and made with natural whole ingredients, like fresh
meats, vegetables and fruits, which are cooked in small batches at
lower temperatures to preserve their natural goodness.
Sustainably-made in Bethlehem, PA and their new Kitchens in Ennis
TX, Freshpet foods and treats are kept refrigerated until they
arrive at Freshpet fridges in your local market, or are delivered
direct to your door.
Freshpet is available in a growing number of mass, grocery,
natural food, club, and pet specialty retailers across the United
States, Canada and Europe, as well as online in the U.S. for direct
delivery and through its partnership with Petco. From the care
taken in partnering with farmers whose values align with theirs, to
how each recipe is made, Freshpet’s commitment to integrity,
transparency and social responsibility is a point of pride.
Connect with Freshpet:https://www.facebook.com/Freshpet
https://twitter.com/Freshpet http://instagram.com/Freshpet
http://pinterest.com/Freshpet https://www.tiktok.com/@freshpet
Forward-Looking StatementsCertain of the
Company’s statements included herein constitute “forward-looking”
statements, including statements related to the future impact of
the novel coronavirus, the future progress of our Freshpet Kitchens
expansion, future governance changes, our growth potential and
plans, our projected or targeted operating results, our ability to
meet our sustainability targets, goals, and commitments, including
due to the impact of climate change, our expectations regarding our
future operating and economic environment, and our long-term
capacity planning. These statements are based on management’s
current opinions, expectations, beliefs, plans, objectives,
assumptions or projections regarding future events or future
results. These forward-looking statements are only predictions, not
historical fact, and involve certain risks and uncertainties, as
well as assumptions. Actual results, levels of activity,
performance, achievements and events could differ materially from
those stated, anticipated or implied by such forward-looking
statements. While Freshpet believes that its assumptions are
reasonable, it is very difficult to predict the impact of known
factors, and, of course, it is impossible to anticipate all factors
that could affect actual results. There are risks and uncertainties
that could cause actual results to differ materially from
forward-looking statements made herein, including potential costs
associated with shareholder activism. For a detailed discussion of
risks, uncertainties and other factors that could cause our actual
results to differ materially from those anticipated or expressed in
any forward-looking statements, see the section entitled “Risk
Factors” in the Company’s latest annual report on Form 10-K and its
quarterly reports on Form 10-Q filed with the SEC. Such
forward-looking statements are made only as of the date they are
made. Freshpet undertakes no obligation to publicly update or
revise any forward-looking statement because of new information,
future events or otherwise, except as otherwise required by law. If
we do update one or more forward-looking statements, no inference
should be made that we will make additional updates with respect to
those or other forward-looking statements.
Important Additional Information and Where to Find
ItThis communication is being made in connection with the
Company’s upcoming 2023 annual meeting of stockholders (the “Annual
Meeting”). The Company intends to file a proxy statement (the
“Proxy Statement”), an accompanying WHITE proxy card and other
relevant documents with the Securities and Exchange Commission (the
“SEC”) in connection with the Annual Meeting. BEFORE MAKING ANY
VOTING DECISION, SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. Security holders
may obtain free copies of the Definitive Proxy Statement and other
documents containing important information about Freshpet once such
documents are filed with the SEC, free of charge through the
website maintained by the SEC at www.sec.gov. Copies of the
documents will also be available free of charge on the “Investors”
section of Freshpet’s website at www.investors.freshpet.com.
Participants in the SolicitationFreshpet,
members of our Board of Directors and certain of our executive
officers are “participants” in the solicitation of proxies from the
Company’s stockholders in connection with the Annual Meeting.
Information regarding the Company’s Board of Directors and
executive officers and their respective interests in the Company,
by security holdings or otherwise, is set forth in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, filed with the SEC on February 28, 2023, as amended on May 1,
2023. To the extent such ownership interests have changed since
such filings, such changes have been reflected on Statements of
Change in Ownership on Form 4 filed with the SEC, and will be
reflected in the Proxy Statement for the 2023 Annual Meeting when
filed with the SEC. Security holders may obtain free copies of
these documents as described above.
Investor Contact:ICRJeff
Sonnek646-277-1263Jeff.sonnek@icrinc.com
Media
Contact:Freshpet@edelmansmithfield.com
Freshpet (NASDAQ:FRPT)
Historical Stock Chart
From Apr 2024 to May 2024
Freshpet (NASDAQ:FRPT)
Historical Stock Chart
From May 2023 to May 2024