BARFRESH FOOD GROUP INC.
For the period ended Apr 15, 2026. Filed Apr 15, 2026.
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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.
Apr 15, 2026 · Filed Apr 15, 2026
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for use of the Commission only (only as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
BARFRESH FOOD GROUP INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing fee for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| (2) | Form, Schedule or Registration Statement No. |
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| (4) | Date Filed: |
12100 Wilshire Boulevard, 8 th Floor, Los Angeles, CA 90025
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON JUNE 11, 2026
Dear Stockholder:
Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Barfresh Food Group Inc. (“we”, “us”, “Barfresh” or the “Company”), will be held at 2:30 p.m. Pacific Daylight Time, on Thursday, June 11, 2026 at our principal executive office, 12100 Wilshire Boulevard, 8 th Floor, Los Angeles, CA 90025, to conduct the following items of business:
| 1. | To elect Riccardo Delle Coste, Steven Lang, Joseph M. Cugine, Alexander H. Ware, Marc Panvier, and Tim Trant to serve a one-year term until their respective successors are duly elected and qualified or until their death, resignation, removal or disqualification; |
| 2. | To ratify the appointment of Eide Bailly LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | To approve and adopt the amendment of the Certificate of Incorporation of the Company to increase the number of authorized shares of Common stock from 23,000,000 to 35,000,000; and |
| 4. | To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. |
All of the above matters are more fully described in the accompanying proxy statement.
All holders of record of our common stock as of the close of business on April 15, 2026, the record date, are entitled to notice of and to vote at this meeting and any adjournments or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection during the ten days prior to the Annual Meeting, during ordinary business hours, at Barfresh’s principal executive office as well as at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in person. Any stockholder attending the Annual Meeting may vote in person even if he or she has returned a proxy card.
In an effort to save costs and help protect the environment, we are using the Notice and Access method of delivery. Instead of receiving paper copies of our proxy materials in the mail, many stockholders will receive a Notice of Internet Availability of Proxy Materials (“Notice”), which provides an internet website address where stockholders can access electronic copies of proxy materials and vote. This website also has instructions for voting by telephone and for requesting paper copies of the proxy materials and proxy card. The Company’s 2026 Proxy Statement and Annual Report on Form 10-K for fiscal year 2025 are available online at www.iproxydirect.com/BRFH. We encourage you to access such materials before voting.
Whether or not you plan to attend the Annual Meeting, please cast your vote as instructed under “Voting Procedures” in the Proxy Statement as promptly as possible. You may vote over the Internet or by telephone as instructed on the Notice or by mailing in your paper proxy card if you received one. If you did not receive a paper proxy card, you may request a paper proxy card to submit your vote by mail, if you prefer.
| By Order of the Board of Directors, | |
| April 15, 2026 | /s/ Riccardo Delle Coste |
|---|---|
| Riccardo Delle Coste | |
| Chairman and Chief Executive Officer |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 11, 2026 The proxy statement and Annual Report on Form 10-K for the year ended December 31, 2025 are available on the Internet at http://www.iproxydirect.com/BRFH
TABLE OF CONTENTS
| PROCEDURAL INFORMATION | 3 |
|---|---|
| PROPOSAL 1: ELECTION OF Riccardo Delle Coste, Steven Lang, Joseph M. CuginE, ALEXANDER H. WaRE, MARC PANVIER, AND TIM TRANT to serve a one-year term until their respective successors are duly elected and qualified or until their death, resignation, removal or disqualification | 6 |
| CORPORATE GOVERNANCE | 8 |
| AUDIT COMMITTEE REPORT | 10 |
| EXECUTIVE OFFICERS AND DIRECTORS | 11 |
| EXECUTIVE COMPENSATION | 12 |
| DIRECTOR COMPENSATION | 14 |
| EQUITY COMPENSATION PLAN INFORMATION | 14 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 15 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 16 |
| PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF Eide Bailly LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 | 17 |
| PROPOSAL 3: AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 23,000,000 TO 35,000,000 | 18 |
| HOUSEHOLDING | 19 |
| STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 19 |
| STOCKHOLDER ADVISORY VOTES | 19 |
| OTHER MATTERS WHICH MAY BE PRESENTED FOR ACTION AT THE MEETING | 20 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.