---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-069135"
form_type: "8-K"
ticker: "FRPT"
cik: "0001611647"
company_name: "Freshpet, Inc."
filed_at: "2023-08-21T23:59:59+00:00"
generated_at: "2026-06-11T06:15:55.214998+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-23-069135
- form_type: 8-K
- ticker: FRPT
- cik: 0001611647
- company_name: Freshpet, Inc.
- filed_at: 2023-08-21T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1611647/000121390023069135/0001213900-23-069135-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1611647/000121390023069135/ea183939-8k_freshpetinc.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-069135
- JSON: https://secwatch.observer/filing/0001213900-23-069135.json
- Plain text: https://secwatch.observer/filing/0001213900-23-069135.txt

## Key facts
- Executive change
  Timothy McLevish was appointed as Director at Freshpet, Inc..
  - Action: appointed
  - Role: Director
  source text: Effective August 21, 2023, Timothy McLevish and Joseph Scalzo have been appointed as members of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1611647/000121390023069135/0001213900-23-069135-index.htm
- Executive change
  Joseph Scalzo was appointed as Director at Freshpet, Inc..
  - Action: appointed
  - Role: Director
  source text: Effective August 21, 2023, Timothy McLevish and Joseph Scalzo have been appointed as members of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1611647/000121390023069135/0001213900-23-069135-index.htm
- Material Agreements
  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
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1611647/000121390023069135/0001213900-23-069135-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.