Freshpet Inc
For the period ended Oct 1, 2024. Filed Aug 22, 2024.
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Oct 1, 2024 · Filed Aug 22, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | | | Preliminary Proxy Statement |
|---|---|---|---|
| ☐ | | | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | | | Definitive Proxy Statement |
| ☐ | | | Definitive Additional Materials |
| ☐ | | | Soliciting Material under §240.14a-12 |
Freshpet, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | | | No fee required. |
|---|---|---|---|
| ☐ | | | Fee paid previously with preliminary materials. |
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
August 22, 2024
TO OUR FELLOW STOCKHOLDERS
Thank you for your support of Freshpet, Inc. On behalf of the entire Board of Directors of Freshpet (the “Board”), we invite you to attend Freshpet’s 2024 annual meeting of stockholders (including any adjournments, postponements or continuations thereof, the “Annual Meeting”) scheduled to be held on October 1, 2024 at 9:00 a.m. Eastern Time. The Annual Meeting will once again be conducted in a virtual format, which will provide stockholders the opportunity to participate irrespective of location. Stockholders of record as of the close of business on August 15, 2024 may vote their shares at the Annual Meeting, as further described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement detailing the business to be conducted at the Annual Meeting (the “Proxy Statement”).
Freshpet is a purpose-driven company. We strive to create a world where pets, people and the planet thrive in harmony. We believe Freshpet will significantly raise the standard for the quality of pet food by delivering wholesome, fresh food to pets. In pursuit of that, we intend to create an iconic, market leading brand that will be found in 20 million households, generate $1.8 billion in net sales, and an 18% Adjusted EBITDA margin by 2027.
In 2024, Freshpet made significant progress against “The Future is Fresh” strategic plan that we designed to capture the sizable benefits of our rapid growth over the past decade. That plan – initiated in February of 2023 – was built upon the idea that we had successfully established a significant first-mover advantage in fresh pet food and had also built meaningful scale such that we could turn our focus towards delivering the profit potential of the Freshpet franchise. Since we initiated that strategic plan, we have accelerated the profit improvement of the business while maintaining a very strong net sales growth rate. By the end of 2024, we expect to have grown our Adjusted EBITDA by more than 6x and improved our adjusted gross margin by approximately 900 basis points, while still delivering category-leading net sales growth of approximately 25%. Further, we are on track to deliver positive net income this year and expect to have positive free cash flow by 2026.
We have been able to do this while expanding our production capacity and building our organization to meet the needs of the much larger business we expect to have by 2027 and beyond. We have successfully opened our largest production facility in Ennis, TX and are in the process of expanding the facility with Phase II. We have added significant new talent in Quality, Logistics, Manufacturing, Finance, IT and Legal departments that enhanced our capability and added significant racial and gender diversity to our senior leadership team. We expect to continue adding talent to our team to meet the growing needs of the business and to add deeper expertise in areas where we see meaningful opportunities for improvement. We have also invested in new technologies with the aim of delivering higher quality products at a lower cost and with greater reliability.
We have continued to evolve our Board to meet the emerging needs of the Company. Recognizing the operational intensity of the business, we created an Operations and Food Safety & Quality Assurance Committee of the Board, chaired by Dave Biegger, a seasoned operations executive, and which includes Board Members with operational, financial and customer expertise. That Committee meets regularly with the CEO and our senior operations team to review progress, talent development within the manufacturing & supply chain organization, new technologies under development, and the Company’s capital spending plan.
We also appointed Lauri Kien Kotcher to the Board in April 2024. Lauri brings a long track record of success in emerging growth consumer products businesses, experience in working with founder-involved businesses, and deep marketing and customer experience. She replaced Larry Coben who had served on the Freshpet Board for a decade and drove the numerous governance enhancements implemented over that time. We greatly appreciate Larry’s service to Freshpet and are grateful to Lauri for joining our team.
In 2024, we are implementing the final stages of the Five-Year Governance Transformation Plan that we first announced to shareholders in 2020. That plan was designed to transition Freshpet’s governance practices from those of a private equity-backed, early-stage growth company to a company with almost $1 billion in sales and governance practices you would expect of a company of that size – and do it in a logical and methodical way that matched the governance changes with the increasing size and sophistication of the Company. Since that plan was first laid out, we have eliminated super majority voting rights, implemented a director resignation policy and majority voting requirements in contested elections, increased proxy access and shareholder rights to call a special meeting, and de-classified the Board. Along the way, we have carefully balanced the Board’s responsibilities to both guide and govern the Company and its Management. We are proud to have executed that plan and fulfilled the commitment we made to shareholders in 2020. We believe that our deliberate and methodical implementation of our long-term governance plan has benefited both shareholders and the business, and is a good example of the pragmatism, creativity and long-term thinking of our Board.
As we look forward, our new Nominating & Governance Committee chair Leta (“DeDe”) Priest is working with her Committee and the Management team to identify new opportunities to further strengthen our governance practices as we continue to grow and expand the Company. Additionally, our Compensation & Human Capital Management Committee, chaired by Daryl Brewster, is developing the compensation practices needed to support the much larger company we expect to become while paying close attention to the needs of an expanding production workforce that is essential to our success. Our Audit Committee, chaired by Craig Steeneck, is focused on cybersecurity expertise and is working with Management to ensure that the Company is well prepared for the types of challenges that are so common today. You can find more details on this in the proxy statement and our Sustainability Report.
At this year’s meeting, we are seeking shareholder support for the election of four directors (two of whom were appointed as part of our Board refresh over the past 18 months), ratification of the appointment of our auditor KPMG LLP, and an advisory vote on Say on Pay. Additionally, we are seeking shareholder approval of the 2024 Equity Incentive Plan, which will replace our 2014 Omnibus Incentive Plan. The new plan reflects some of the best practices found in equity incentive plans, including limits on Non-Employee Director Grants, share recycling restrictions, and also includes the authorization of a refreshed equity pool designed to meet the Company’s needs for the next several years.
We believe the future for Freshpet is very bright. Working together, we look forward to continuing to build the Freshpet franchise and delivering on our long-term growth and profitability goals, while staying true to our ethos of serving “Pets. People. Planet.”
On behalf of everyone at Freshpet, we are grateful for your continued trust and support. Thank you for being a Freshpet stockholder.
Sincerely,
William B. Cyr
Chief Executive Officer & Executive Director
FRESHPET, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on
Tuesday, October 1, 2024
TO THE STOCKHOLDERS OF FRESHPET, INC.:
The 2024 annual meeting of stockholders (including any adjournments, postponements or continuations thereof, the “Annual Meeting”) of Freshpet, Inc. (the “Company”) will be held via live webcast on Tuesday, October 1, 2024 at 9:00 a.m. Eastern Time.
| Time and Date: · · · Tuesday, October 1, 2024 at 9:00 a.m. Eastern Time | ||||
|---|---|---|---|---|
| Place: · · · Via live webcast by visiting www.virtualshareholdermeeting.com/FRPT2024 | ||||
| Record Date: · · · The close of business on August 15, 2024 | ||||
| Items of Business: · · · As described in the accompanying proxy statement detailing the business to be conducted at the Annual Meeting (the “Proxy Statement”), the holders of our Common Stock will be asked to vote upon the following items of business at the Annual Meeting: | ||||
| | 1. | | | Election of four Class I directors to the board of directors (the “Board”); |
| | 2. | | | Approval of the 2024 Equity Incentive Plan (the “Plan”); |
| | 3. | | | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024; and |
| | 4. | | | Non-binding advisory vote to approve the compensation of the Company’s named executive officers (also known as “Say-on-Pay”) |
| | Stockholders will also act on such other matters as may properly come before the Annual Meeting. | |||
| Attendance and Participation at the Annual Meeting: | | | Stockholders as of the Record Date or their validly designated proxies, will be able to attend the virtual Annual Meeting by visiting the link above, where you will be able to listen to the meeting live, submit questions, and vote. To participate in the Annual Meeting, you must pre-register at www.virtualshareholdermeeting.com/FRPT2024 by 9:00 a.m. Eastern Time on September 30, 2024. More information on attending the Annual Meeting can be found in the accompanying Proxy Statement. | |
| Voting: | | | YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible by following the instructions on the Notice of Internet Availability of Proxy Materials or the enclosed proxy card so that your shares are represented and your voice is heard. Returning the proxy card in advance of the Annual Meeting does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. Stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. Such stockholders are urged to submit a proxy, even if their shares were sold after the Record Date. More information on voting and attending the Annual Meeting can be found in the accompanying Proxy Statement and the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card. | |
| | OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF OUR BOARD’S NOMINEES UNDER PROPOSAL 1 AND “FOR” PROPOSALS 2, 3 AND 4. | |||
We urge you to VOTE TODAY by:INTERNET: www.ProxyVote.comTELEPHONE: 800-690-6903MAIL: complete and return the enclosed proxy card in the postage-paid envelope
If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor:
Sodali & Co.
430 Park Avenue, 14th Floor
New York, New York 10022
Banks and Brokers Call: (203) 658-9400
Stockholders Call Toll-Free: (800) 662-5200
Email: FRPT@info.sodali.com
We thank you for your continued support of Freshpet and look forward to your participation at our Annual Meeting.
By Order of the Board of Directors,
Walter N. George III
Chair of the Board
August 22, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING
As permitted by the U.S. Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, beginning on or about August 22, 2024, we mailed or emailed to our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials and our Annual Report to stockholders for the fiscal year ended December 31, 2023 (the “Annual Report”) over the Internet and how to vote. If you received a notice and would prefer to receive paper copies of the proxy materials and Annual Report, you may request such materials prior to September 17, 2024 (1) by visitingwww.ProxyVote.com, (2) by calling 1-800-579-1639 or (3) by emailing sendmaterial@proxyvote.com. If sending an email, please include the 11-digit control number found on your Notice of Internet Availability of Proxy Materials.
The Company’s Notice of Annual Meeting, Proxy Statement and Annual Report to stockholders for the fiscal year ended December 31, 2023 are currently available online free of charge in the “Financial Information” subsection of Freshpet’s Investor Relations website atinvestors.freshpet.com or atwww.viewourmaterial.com/FRPT. The information included on our website is not incorporated into, nor does it form any part of, this Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.