Freshpet, Inc.
For the period ended Jun 10, 2026. Filed Apr 27, 2026.
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Jun 10, 2026 · Filed Apr 27, 2026
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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 Board of Directors of Freshpet (the “Board”), we invite you to attend Freshpet’s 2026 annual meeting of stockholders (the “Annual Meeting”) on June 10, 2026 at 9:00 a.m. Eastern Time. The Annual Meeting will be a virtual meeting, conducted by webcast. Stockholders of record as of the close of business on April 15, 2026 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 help dogs and cats live longer, happier, healthier lives with the people who love them, and it is underpinned by our purpose to nourish Pets, People, and Planet. We thoughtfully prepare our foods using natural ingredients that are crafted into recipes and gently cooked to preserve key nutrients. Freshpet is disrupting the $56 billion U.S. pet food category and raising the standard for pet food. We believe Freshpet has a long runway for growth and can deliver significant shareholder value.
In 2025, there was a meaningful shift in consumer sentiment that impacted many companies. For Freshpet, this shift slowed category growth and reduced our net sales growth rate from 27% in 2024 to 13%. While still strong by most standards, this change prompted a comprehensive reassessment of our strategy. We demonstrated agility — refining our messaging and media approach, sharpening our value proposition at entry price points, and maintaining discipline in capacity expansion. These actions enabled us to outperform the category, gain market share, surpass our $1 billion net sales milestone, expand distribution, and deliver positive free cash flow*, all while preserving margins and navigating increased competition.
Importantly, the progress we made in 2025 has strengthened our foundation for future growth. We are seeing early success from updated marketing strategies, continued momentum in e-commerce, and advancements in manufacturing and in-store visibility. The total addressable market for fresh pet food continues to expand, driven by shifting consumer preferences and increased demand from younger generations, reinforcing our confidence in the long-term opportunity. With differentiated capabilities across product quality, manufacturing, and distribution, we believe Freshpet is well positioned to extend its competitive advantages, capture a growing share of this expanding market, and drive sustained, long-term shareholder value.
Our Board of Directors remains actively engaged with management and focused on overseeing the business. In 2025, the Audit Committee, chaired by Craig D. Steeneck, oversaw a smooth transition of Chief Financial Officers, the Operations and FSQA Committee, chaired by David B. Biegger, provided essential oversight of the Company’s sizable capacity expansion and new technology development program, the Compensation and Human Capital Management Committee, chaired by Daryl G. Brewster, implemented a new annual equity grant structure composed equally of PSUs and RSUs designed to strengthen alignment between executives and stockholders, and the Nominating and Governance Committee, chaired by Leta D. Priest, continued development of a comprehensive approach to Board evaluation and succession planning. Looking ahead, the Board remains committed to fulfilling its fiduciary duties on behalf of stockholders and creating long-term value. Their primary focus is on prioritizing Freshpet’s most significant opportunities while carefully evaluating areas of risk.
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. CyrChief Executive Officer
FRESHPET, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on
Wednesday, June 10, 2026
TO THE STOCKHOLDERS OF FRESHPET, INC.:
The 2026 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 Wednesday, June 10, 2026 at 9:00 a.m. Eastern Time.
| Time and Date: | Wednesday, June 10, 2026 at 9:00 a.m. Eastern Time |
|---|---|
| Place: | Via live webcast by visiting www.virtualshareholdermeeting.com/FRPT2026 |
| Record Date: | The close of business on April 15, 2026 |
| Items ofBusiness: | 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 2026; and |
| 3. | 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/FRPT2026 by 9:00 a.m. Eastern Time on June 9, 2026. 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 AND 3. | |
We urge you to VOTE TODAY by: INTERNET: www.ProxyVote.com TELEPHONE: 800-690-6903 MAIL: 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 27, 2026
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 27, 2026, 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, 2025 (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 May 27, 2026 (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, 2025 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.