Nomad Foods : Submission of Matters to a Vote of Security Holders Form 6 K
July 12, 2024 at 06:11 am
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM 6-K
_______________________________________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
_______________________________________________
For the month of July 2024
Commission File Number: 001-37669
_______________________________________________
Nomad Foods Limited
(Translation of registrant's name in English)
_______________________________________________
Forge, 43 Church Street West
Woking, GU21 6HT
+ (44) 208 918 3200
(Address of Principal Executive Offices)
_______________________________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Submission of Matters to a Vote of Security Holders.
On July 10, 2024, Nomad Foods Limited (the "Company") held its 2024 annual meeting of shareholders (the "2024 Annual Meeting"). The proposals submitted to a shareholder vote at the 2024 Annual Meeting are described in detail in the Company's Proxy Statement for the 2024 Annual Meeting, as furnished to the Securities and Exchange Commission (the "Commission") on a Form 6-K on May 28, 2024 (the "Proxy Statement"). Shareholders present in person or by proxy represented 137,748,579 ordinary shares of the Company (or 84.52% of the outstanding ordinary shares of the Company as of May 13, 2024, the record date for the 2024 Annual Meeting).
At the 2024 Annual Meeting, the Company's shareholders (i) elected the nine (9) directors specifically named in the Proxy Statement, each for a one-year term expiring at the Company's 2025 annual meeting of shareholders and (ii) ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2024 fiscal year. The detailed voting results for each proposal are set forth below.
Proposal 1 - Election of Directors: The Company's shareholders approved the election of the nine (9) directors specifically named in the Proxy Statement, each to serve until the Company's 2025 annual meeting of shareholders or until his or her respective successor is duly elected and qualified. The final voting results with respect to the election of directors were as follows:
Nominee
For
Against
Abstain
% Cast FOR
Sir Martin Ellis Franklin, KGCN
119,210,027
12,646,118
35,164
86.53
Noam Gottesman
126,712,907
5,143,133
35,269
91.97
Ian G.H. Ashken
112,321,006
19,534,994
35,309
81.53
Stéfan Descheemaeker
130,300,997
1,555,160
35,152
94.58
James E. Lillie
120,509,294
11,346,846
35,169
87.47
Stuart M. MacFarlane
130,266,943
1,590,414
33,952
94.55
Victoria Parry
123,743,476
8,112,664
35,169
89.82
Amit Pilowsky
130,302,936
1,553,190
35,183
94.58
Melanie Stack
130,670,546
1,185,599
35,164
94.85
Proposal 2 - Ratification of Auditors: The Company's shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2024 fiscal year as follows:
For
Against
Abstain
% Cast FOR
134,119,988
3,495,742
132,849
97.35
This report on Form 6-K is incorporated by reference into the registration statements on (i) Form S-8 filed with the Commission on May 3, 2016 (File No. 333-211095), (ii) Form F-3, initially filed with the Commission on March 30, 2017 and declared effective on May 2, 2017 (File No. 333-217044), and (iii) Form F-3ASR filed with the Commission on March 1, 2023, which was automatically effective upon filing with the Commission (File No. 333-270190).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NOMAD FOODS LIMITED
By:
/s/ Stéfan Descheemaeker
Name:
Stéfan Descheemaeker
Title:
Chief Executive Officer
Dated: July 12, 2024
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Nomad Foods Limited is a frozen food company. The Companyâs portfolio of food brands within the frozen category includes Birds Eye, Findus, iglo, Belviva, Aunt Bessieâs, Goodfellaâs, and others. Its products are sold primarily through grocery retailers under the Birds Eye brand in the United Kingdom and Ireland; Findus in Italy, France, Spain, Sweden, Switzerland, and Norway; Iglo in Germany and other continental markets; La Cocinera in Spain, Ledo in south-eastern Europe, and Frikom in Serbia and North Macedonia. Its product offerings include frozen fish products, such as fish fingers, coated fish, natural fish; ready to cook vegetable products, such as peas and spinach; and frozen poultry and meat products, such as nuggets, grills, and burgers. It also includes a variety of other offerings, such as soups, pizza, bakery goods and meat substitutes. The Company manufactures, sells, and distributes a range of branded frozen food products across over 13 European countries.