Freshpet (FRPT) Proxy filing summary

Executive summary

• Achieved $1.1 billion in net sales for 2025, with 13% net sales growth and positive free cash flow, despite a slowdown in category growth and increased competition.

• Adjusted EBITDA reached $195.7 million, with a 21% increase year-over-year and gross margin expansion of 20 basis points.

• Strategic focus included refining marketing, expanding distribution, and maintaining disciplined capacity expansion.

• Board and management engaged in extensive investor outreach, meeting with holders of 77% of outstanding shares and incorporating feedback into governance and compensation practices.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of 12 directors for one-year terms, (2) ratification of KPMG LLP as independent auditor for 2026, and (3) a non-binding advisory vote on executive compensation (Say-on-Pay).

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 12 members, 11 of whom are independent; all directors stand for annual election.

• Board committees include Audit, Compensation and Human Capital Management, Nominating and Governance, and Operations and FSQA, all composed solely of independent directors.

• Board refreshment ongoing, with five new directors since 2023 and a focus on diversity and relevant skills.

• No poison pill, no supermajority voting, declassified board, and proxy access for significant long-term shareholders.