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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Freshpet, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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2020 Proposal to Shareholders and Board Action
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Board Proposal to Eliminate All Supermajority Voting Provisions from our Certificate of Incorporation
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In this year’s Proxy Statement, our Board has submitted a proposal to be voted on by shareholders to eliminate all of the
supermajority voting provisions from the Company’s Certificate of Incorporation.
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Planned Future Proposals and Board Actions
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Director Resignation Policy
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After this year’s Annual Meeting and contingent upon the shareholders’ approval of the Supermajority Voting Removal Proposal,
the Board plans to adopt a policy that any incumbent nominee for director who does not receive the affirmative vote of a majority of the votes cast in any uncontested election must promptly offer to resign. The Nominating and Corporate
Governance Committee will make a recommendation on the offer and the Board will decide whether to accept or reject the offer.
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Majority Voting Standard for Director Elections
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Before the Company’s 2021 Annual Meeting, the Board plans to amend our Bylaws to implement a majority voting standard for
director elections in uncontested elections and a plurality voting standard in contested elections.
Our current Bylaws provide for a plurality voting standard.
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Director Retirement Policy
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Before the Company’s 2021 Annual Meeting, our Board plans to adopt a director retirement policy that will provide that
non-employee directors may not stand for re-election to the Board after reaching age 75.
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Board Proposal to Declassify the Board of Directors
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In the Company’s 2021 Proxy Statement, our Board plans to submit a proposal to be voted on by stockholders to fully declassify the
Board by 2025. Our Certificate of Incorporation currently divides our Board into three classes, with one class being elected each year.
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Proxy Access
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Before the Company’s 2022 Annual Meeting, the Board plans to amend the Company’s Bylaws incorporating a provision to permit a
stockholder, or a group of up to 20 shareholders, owning at least 3% of our outstanding common stock for three years, to nominate a certain percentage of the directors for the Company’s Board.
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Stockholder Right to Call a Special Meeting
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In the Company’s 2022 Proxy Statement, our Board plans to submit a proposal to be voted on by stockholders at the 2022 Annual
Meeting to allow stockholders the ability to call special meetings.
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