Jana Partners Calls on Freshpet (FRPT) Board to Immediately Rectify Highly Entrenching Actions Intended to Disenfranchise Shareholders and Manipulate Shareholder Vote
JANA Partners (“JANA”), which along with its affiliates and partners, owns 9.3% of Freshpet (NASDAQ:), Inc. (“Freshpet” or the “Company”) (FRPT), today delivered the following letter to the legal counsel of the Freshpet Board of Directors (the “Board”) regarding recent changes to the size and composition of the Board. By adopting such changes, which JANA believes are a desperate attempt to entrench Freshpet’s incumbent directors and impede the free exercise of the shareholder franchise at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), the Board has breached its fiduciary duties.
Barry Rosenstein and Scott Ostfeld, Managing Partners at JANA, commented, “The Freshpet Board has a track record of poor decision making, lax oversight and apparent disregard for corporate governance. The Board’s latest stunt—reducing the number of directors up for election amid a contested Annual Meeting and abruptly accelerating its date—is an overt attempt to influence the shareholder vote, and underscores why Board change is desperately needed. The Board must immediately remedy its corporate governance failures and permit shareholders to participate in a fair and democratic election of directors.”
On March 24, 2023, JANA announced that it will be nominating four highly qualified candidates to Freshpet’s Board at the Company’s 2023 Annual Meeting, scheduled for July 25, 2023.
The full text of the letter follows.
May 25, 2023
Derek Zaba, Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Re: Breaches of Fiduciary Duties by the Board of Directors of Freshpet, Inc.
We are counsel to JANA Strategic Investments Benchmark Master Fund, L.P. (“JANA”) and write concerning the recent announcement by Freshpet, Inc. (the “Company”) of certain changes to its Board of Directors (the “Board”). By adopting those changes, which are plainly intended to entrench the current Board in office and impede the free exercise of the stockholder franchise at the Company’s 2023 annual meeting (the “2023 Annual Meeting”), the Board has breached its fiduciary duties. JANA hereby demands that the Board immediately remedy those breaches.
As you are aware, JANA filed a Schedule 13D on September 22, 2022 disclosing that it…
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