Freshpet Inc
For the period ended Jun 24, 2025. Filed Apr 30, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 24, 2025 · Filed Apr 30, 2025
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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. |
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 2025 annual meeting of stockholders (including any adjournments, postponements or continuations thereof, the “Annual Meeting”) scheduled to be held on June 24, 2025 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 April 25, 2025 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’s mission is to elevate the way we feed our pets with fresh food that nourishes all. And we are committed to doing so in ways that are good for Pets, People, and Planet. We believe Freshpet is significantly raising the standard for the quality of pet food by offering fresh meats, poultry, and vegetables, and gently cooking them to preserve key nutrients. Freshpet is a unique brand with a differentiated product offering and an insulated business model and we are disrupting the $54 billion U.S. pet food category. We believe we can create significant shareholder value by leveraging our scale advantages as we capture greater market share.
Fiscal 2024 was a very strong year for Freshpet marked by robust net sales growth and even better profitability improvement. Our household penetration gains were also our largest on record, reaching 13.5 million households. Following these strong results, in February 2025, we updated our 2027 targets to 20 million households, $1.8 billion in net sales, 48% Adjusted Gross Margin,* and 22% Adjusted EBITDA Margin* and reiterated our goal to be free cash flow* positive in 2026. We believe a balanced approach to growth and profitability is prudent at this stage of growth – particularly as we face the macro-economic headwinds we have seen in 2025.
2024 also marked the completion of our Five-Year Governance Transformation Plan that was announced in 2020. As a result of that plan and our faithful implementation of it, Freshpet now has the governance practices you would expect of a $1 billion company – just as we committed we would when we first laid out the plan in 2020. 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 declassified the Board. This year, all directors are standing for re-election, including Lauri Kien Kotcher who replaced Larry Coben following his retirement in April 2024. We are proud to have developed and executed this governance plan and believe it is in the best interests of the Company and our stockholders – and a strong indication of our Board’s commitment to pragmatic and disciplined implementation of good governance practices.
Our Board of Directors have been focused on overseeing the business and are highly engaged with management. In 2024, the Audit Committee, chaired by Craig Steeneck, ensured its composition included cybersecurity expertise, the Operations and FSQA Committee, chaired by David Biegger, provided essential oversight that contributed to the significant improvement in the Company’s operations, the Compensation and Human Capital Management Committee, chaired by Daryl Brewster, created a new key executive severance plan to provide a standardized framework and added protection for the Company’s intellectual property, and the Nominating and Governance Committee, chaired by Leta Priest, updated numerous governance practices and developed a comprehensive approach to Board evaluation succession planning. Looking ahead, the Board is committed to creating long-term value for stakeholders and will focus on prioritizing Freshpet’s greatest areas of opportunities while assessing risk areas.
We are proud to have delivered strong results in 2024 that demonstrated disciplined growth with significant profitability improvements. The team has done a tremendous job executing on our strategy while 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
FRESHPET, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on
Tuesday, June 24, 2025
TO THE STOCKHOLDERS OF FRESHPET, INC.:
The 2025 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, June 24, 2025 at 9:00 a.m. Eastern Time.
| Time and Date: | Tuesday, June 24, 2025 at 9:00 a.m. Eastern Time |
|---|---|
| Place: | Via live webcast by visiting www.virtualshareholdermeeting.com/FRPT2025 |
| Record Date: | The close of business on April 25, 2025 |
| 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 twelve (12) directors to the board of directors (the “Board”); |
| 2. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2025; |
| 3. | Non-binding advisory vote to approve the compensation of the Company’s named executive officers (also known as “Say-on-Pay”); and |
| 4. | Non-binding advisory vote on frequency of future advisory votes on named executive officer compensation (also known as “Say-on-Pay Frequency”). |
| 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/FRPT2025 by 9:00 a.m. Eastern Time on June 23, 2025. 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, “FOR” PROPOSALS 2 AND 3, AND FOR A FREQUENCY OF “EVERY YEAR” UNDER PROPOSAL 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 see the “Questions and Answers About the Annual Meeting” section, which provides additional information on how to participate in our virtual annual meeting. 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
April 30, 2025
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 April 30, 2025, 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, 2024 (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 June 10, 2025 (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 16-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, 2024 are currently available online free of charge in the “Financial Information” subsection of Freshpet’s Investor Relations website atinvestors.freshpet.com or atwww.proxyvote.com. 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.