Freshpet appoints two new directors as part of cooperation with JANA Partners

Freshpet, Inc.

Board expanded from 10 to 12; Timothy McLevish (ex-Kraft CFO) and Joseph Scalzo (ex-Simply Good Foods CEO) appointed.
JANA withdraws director nominations and Section 220 demand; agrees to standstill limiting ownership to 12.5%.
JANA to vote in favor of Board slate at 2023 annual meeting; company reimburses JANA up to $500,000 in expenses.
McLevish joins Audit Committee; Scalzo joins Operations Oversight Committee; both deemed independent.
Cooperation Agreement terminates on earlier of 30 days before 2024 annual meeting or June 5, 2024.

item 1.01 item 5.02 item 7.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Timothy McLevish

Director

FRPT · Freshpet, Inc.

Effective: 2023-08-21
Filed: August 21, 2023, 7:59 PM ET

Effective August 21, 2023, Timothy McLevish and Joseph Scalzo have been appointed as members of the Board.

Appointed

Joseph Scalzo

Director

FRPT · Freshpet, Inc.

Effective: 2023-08-21
Filed: August 21, 2023, 7:59 PM ET

Effective August 21, 2023, Timothy McLevish and Joseph Scalzo have been appointed as members of the Board.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Timothy McLevish was appointed as Director at Freshpet, Inc..

Action: appointed
Role: Director

Exact text from the filing

Effective August 21, 2023, Timothy McLevish and Joseph Scalzo have been appointed as members of the Board.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Joseph Scalzo was appointed as Director at Freshpet, Inc..

Action: appointed
Role: Director

Exact text from the filing

Effective August 21, 2023, Timothy McLevish and Joseph Scalzo have been appointed as members of the Board.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Freshpet, Inc. entered into Cooperation Agreement with JANA Partners LLC valued at Cooperation Agreement with customary standstill, non-disparagement, board expansion, and mutual rele (effective 2023-08-21).

Action: entry
Counterparty: JANA Partners LLC
Value: Cooperation Agreement with customary standstill, non-disparagement, board expansion, and mutual rele
Effective: 2023-08-21

Exact text from the filing

On August 21, 2023, Freshpet, Inc. (“ Freshpet ” or the “ Company ”) entered into a Cooperation Agreement (the “ Cooperation Agreement ”) with JANA Partners LLC (together with its affiliates and associates, “ JANA ”).

View on SEC.gov

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Freshpet, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-23-069135

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