Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As described below under Item 5.07 of this Current Report on Form 8-K, at the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Freshpet, Inc. (the "Company") held on October 3, 2022, the Company's stockholders, upon the recommendation of the Company's board of directors (the "Board"), approved the adoption of the Company's Sixth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), which amends and restates in its entirety the Company's Fifth Amended and Restated Certificate of Incorporation (the "Prior Certificate of Incorporation"). The Certificate of Incorporation amends the Prior Certificate of Incorporation by adding a provision that permits stockholders the right to request that the Company call a special meeting of stockholders under certain circumstances (the "Special Meeting Proposal"), as set forth in the Company's definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on August 22, 2022 (the "Proxy Statement"). The Board previously approved the Certificate of Incorporation. On October 3, 2022, the Company filed the Certificate of Incorporation with the Secretary of State of the State of Delaware and the Certificate of Incorporation became effective on that date.

A more complete description of the Certificate of Incorporation is set forth in "Proposal No. 4 - Approval of the Special Meeting Proposal" in the Proxy Statement. Each of that description and the foregoing summary of the Certificate of Incorporation set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Incorporation attached hereto as Exhibit 3.1, which is incorporated herein by reference.

The Board also approved the adoption of Amended and Restated Bylaws of the Company, dated as of October 4, 2022 (the "New Bylaws"), which amend and restate the Amended and Restated Bylaws of the Company dated as of June 27, 2022 (the "Existing Bylaws") in their entirety. The New Bylaws amend the Existing Bylaws by adding conforming changes to reflect the stockholder special meeting provisions included in the newly adopted Certificate of Incorporation and to make certain additional non-substantive changes to correct typographical errors in subsection references. The New Bylaws are effective as of October 4, 2022.

The foregoing description of the New Bylaws set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New Bylaws attached hereto as Exhibit 3.2, which is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As described above in Item 5.03, on October 3, 2022, the Company held its Annual Meeting. The number of shares of common stock present at the Annual Meeting was 45,413,778 shares, or approximately 94.95% of the shares of common stock outstanding on August 9, 2022, the record date for the Annual Meeting. The matters voted on were (1) the re-election of J. David Basto, Lawrence S. Coben, Walter N. George III, and Craig D. Steeneck to the Board of Directors; (2) the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2022; (3) the approval, by advisory vote, of the compensation of the Company's named executive officers ("Say-on-Pay"); and (4) the approval of the Special Meeting Proposal via the Charter Amendment. On October 3, 2022, a representative from American Election Services, LLC, the independent inspector of elections for the Annual Meeting (as appointed by Broadridge Financial Solutions, Inc.), delivered a certification of the final voting results for the Annual Meeting. The final results for each proposal presented at the Annual Meeting are set forth below:

(1) Election of Directors. All nominees were elected to serve on the Board of Directors pursuant to the following votes:

DIRECTOR FOR AGAINST ABSTAIN

J. DAVID BASTO 41,927,948 568,933 91,732

LAWRENCE S. COBEN   41,175,043 1,321,645 91,925
WALTER N. GEORGE III 40,947,656 1,549,705 91,252

CRAIG D. STEENECK 42,166,229 330,837 91,547

There were 2,825,165 broker non-votes for each director nominee with respect to this matter.

(2) Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company's independent registered public accounting firm for 2022 was ratified with the following votes:



   FOR     AGAINST ABSTAIN
45,092,501 227,907 93,370

There were no broker non-votes with respect to this matter.

(3) Approval, by Advisory Vote, of the Compensation of the Company's Named Executive Officers. The Say-on-Pay advisory proposal to approve executive compensation was approved with the following votes:



   FOR      AGAINST  ABSTAIN
41,298,636 1,191,095 98,882

There were 2,825,165 broker non-votes with respect to this matter.

(4) Approval of an Amendment to the Company's Certificate of Incorporation to Permit Stockholders the Right to Request that the Company Call a Special Meeting of Stockholders Under Certain Circumstances. The Special Meeting Proposal was approved with the following votes:



   FOR     AGAINST ABSTAIN
42,488,790  4,842  94,981

There were 2,825,165 broker non-votes with respect to this matter.

Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits



Exhibit
No.                                Description of Exhibit
  3.1        Sixth Amended and Restated Certificate of Incorporation of Freshpet,
           Inc. (filed herewith)
  3.2        Amended and Restated Bylaws of Freshpet, Inc. (filed herewith)
  104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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