Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
CFO Transition
As previously disclosed, Freshpet, Inc. ("Freshpet" or the "Company") confirmed
on September 24, 2020 the appointment of Heather Pomerantz as Chief Financial
Officer, effective October 1, 2020. As previously communicated, Dick Kassar,
Freshpet's departing CFO, will transition into the newly created advisory role
of Vice Chairman, effective September 30, 2020.
Ms. Pomerantz, age 47, joined Freshpet in January 2020 as the Executive Vice
President of Finance. Prior to joining Freshpet, from March 2019 to December
2019, Ms. Pomerantz served as the Vice President of Finance for North America
for The Nature's Bounty Co. Prior to joining The Nature's Bounty Co., Ms.
Pomerantz served in various finance and accounting roles at Unilever from June
2001 to February 2019, concluding as Vice President of North America
Transformation. Prior to joining Unilever, Ms. Pomerantz worked as a consultant
at PricewaterhouseCoopers LLP, where she had responsibilities for ERP
implementations. Ms. Pomerantz has over twenty years of oversight and leadership
experience in finance and systems roles in the consumer packaged goods industry.
Robert C. King Resignation
As previously disclosed on June 3, 2020, Robert C. King resigned from the Board
of the Directors (the "Board"), and all committees thereof, immediately
following the Company's annual stockholders meeting on September 24, 2020. Mr.
King resigned to accept an appointment as Chairman of WernerCo and not as a
result of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices. The Company is grateful to Mr. King
for his many years of dedicated service to the Company and its stockholders as a
valued member of the Board. The Company again congratulates Mr. King and wishes
him well in his new position.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 24, 2020, Freshpet held its 2020 Annual Meeting of Stockholders
(the "Annual Meeting"). The number of shares of common stock present at the
annual meeting was 37,706,219 or 93% of the shares of common stock outstanding
on July 31, 2020, the record date for the Annual Meeting. The matters voted on
were (1) the re-election of Charles A. Norris, William B. Cyr, Olu Beck, and
Leta D. Priest; (2) the ratification of the appointment of KPMG LLP as the
Company's independent registered public accounting firm for 2020; (3) to
approve, by advisory vote, the compensation of the Company's named executive
officers ("say-on-pay"); (4) to approve an amendment of our Third Amended and
Restated Certificate of Incorporation (as amended prior to the date hereof, the
"Certificate of Incorporation") to eliminate all of its supermajority voting
requirements (the "Supermajority Voting Removal Proposal"); and (5) to approve
the Company's Second Amended and Restated 2014 Omnibus Incentive Plan. On
September 24, 2020, a representative from Broadridge Financial Solutions, Inc.,
the independent inspector of elections for the Annual Meeting, 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 WITHHELD
CHARLES A. NORRIS 33,685,621 0 487,754
LETA D. PRIEST 34,025,772 0 147,603
OLU BECK 34,027,941 0 145,434
WILLIAM B. CYR 34,035,480 0 137,895
There were 3,532,844 broker non-votes with respect to this matter.
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(2) Ratification of Appointment of Independent Registered Public Accounting
Firm. The appointment of KPMG LLP as Freshpet's independent registered
public accounting firm for 2020 was ratified with the following votes:
FOR AGAINST ABSTAIN
37,422,373 228,434 55,412
There were no broker non-votes with respect to this matter.
(3) Approval, by Advisory Vote, of the Compensation of Named Executive Officers.
The advisory proposal to approve executive compensation was approved with
the following votes:
FOR AGAINST ABSTAIN
33,986,334 124,185 62,856
There were 3,532,844 broker non-votes with respect to this matter.
(4) Approval of an Amendment of our Certificate of Incorporation to Eliminate
All of its Supermajority Voting Requirements. The Supermajority Voting
Removal Proposal was approved with the following votes:
FOR AGAINST ABSTAIN
34,109,164 15,224 48,987
There were 3,532,844 broker non-votes with respect to this matter.
(5) Approval of our Second Amended And Restated 2014 Omnibus Incentive Plan. The
Second Amended and Restated 2014 Omnibus Incentive Plan was approved with
the following votes:
FOR AGAINST ABSTAIN
29,920,295 4,179,989 73,091
There were 3,532,844 broker non-votes with respect to this matter.
Item 8.01. Other Events.
Additional Officer Appointments
The Company is pleased to announce it has made the following promotions within
its finance leadership team: Steve Macchiaverna has been promoted to Executive
Vice President, Secretary & Treasurer and Ivan Garcia has been promoted to Vice
President of Finance & Controller. In addition, the Company has appointed
Thembeka Machaba as Senior Vice President, Human Resources.
Board Committees
In connection with the resignation of Mr. King from the Board, the Board has
approved the composition of the Board's committees as follows:
• Audit: Craig D. Steeneck (Chair), J. David Basto and Olu Beck
• Compensation: Daryl G. Brewster (Chair), Leta D. Priest and Jacki S. Kelley
• Nominating and Corporate Governance: Walter N. George, III (Chair), Lawrence S.
Coben, Ph.D. and Jacki S. Kelley.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
3.1 Fourth Amended and Restated Certificate of Incorporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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