Freshpet (NASDAQ: FRPT) investors approve board slate, pay plan and KPMG

Rhea-AI Filing Summary

Freshpet, Inc. held its 2026 Annual Meeting of Stockholders on June 10, 2026. Stockholders elected all 12 director nominees, each receiving over 41.9 million votes in favor, with broker non-votes of 2,475,309 recorded on this item.

Stockholders ratified the appointment of KPMG LLP as independent registered public accounting firm for 2026, with 44,890,659 votes for, 115,995 against and 47,158 abstentions. In a non-binding advisory vote, stockholders approved compensation for the company’s named executive officers, with 40,844,496 votes for, 1,682,726 against, 51,281 abstentions and 2,475,309 broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Olu Beck: 42,454,032 votes Broker non-votes on directors: 2,475,309 votes Auditor ratification for votes: 44,890,659 votes +3 more

6 metrics

Votes for Olu Beck 42,454,032 votes Director election at 2026 Annual Meeting

Broker non-votes on directors 2,475,309 votes Director election item at 2026 Annual Meeting

Auditor ratification for votes 44,890,659 votes KPMG LLP ratified as 2026 independent auditor

Auditor ratification against votes 115,995 votes KPMG LLP ratification proposal

Say-on-pay for votes 40,844,496 votes Non-binding advisory executive compensation approval

Say-on-pay against votes 1,682,726 votes Non-binding advisory executive compensation vote

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory vote, named executive officers, +1 more

5 terms

broker non-votes financial

"There were 2,475,309 broker non-votes with respect to this matter."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026 was ratified"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory vote financial

"Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers."

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

named executive officers financial

"Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

proxy statement regulatory

"described in more detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

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Understanding 8-K Material Events →

false00016116471545 US-206BedminsterNJUS0792100016116472026-06-102026-06-100001611647dei:FormerAddressMember2026-06-102026-06-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  June 10, 2026

Freshpet, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36729		20-1884894
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1450 US-206 Bedminster, New Jersey		07921
(Address of principal executive offices)		(Zip code)

Registrant's telephone number, including area code:  201 520-4000

(Former Name or Former Address, if Changed Since Last Report)

___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FRPT	The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Freshpet, Inc. (the “Company”) held on June 10, 2026, the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2026. 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
Olu Beck	42,454,032		73,236		51,235
David B. Biegger	42,397,351		87,288		93,864
Daryl G. Brewster	41,902,595		624,884		51,024
William B. Cyr	42,386,993		140,271		51,239
Walter N. George III	42,195,460		289,450		93,593
Jacki S. Kelley	42,397,616		129,971		50,916
Lauri Kien Kotcher	42,064,536		338,968		174,999
Timothy R. McLevish	42,377,806		104,459		96,238
Leta D. Priest	41,918,540		566,406		93,557
Joseph E. Scalzo	42,108,117		376,793		93,593
Craig D. Steeneck	42,281,854		202,954		93,695
David J. West	42,373,592		111,317		93,594

There were 2,475,309 broker non-votes 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 2026 was ratified with the following votes:

FOR	AGAINST	ABSTAIN
44,890,659	115,995	47,158

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

(3) Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. The executive compensation of the Company’s named executive officers was approved with the following non-binding advisory votes:

FOR	AGAINST	ABSTAIN
40,844,496	1,682,726	51,281

There were 2,475,309 broker non-votes with respect to this matter.

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 hereunto duly authorized.

Date: June 11, 2026

	FRESHPET, INC.
	By:	/s/ Lisa Alexander
	Name:	Lisa Alexander
	Title:	General Counsel and Corporate Secretary

FAQ

What did Freshpet (FRPT) stockholders approve at the 2026 annual meeting?

Freshpet stockholders elected all 12 director nominees, ratified KPMG LLP as the 2026 independent auditor, and approved a non-binding advisory resolution supporting executive compensation, based on the voting results disclosed for each proposal at the 2026 annual meeting.

How did Freshpet (FRPT) stockholders vote on director elections in 2026?

All 12 director nominees were elected, each receiving more than 41.9 million votes in favor. For example, Olu Beck received 42,454,032 votes for and 73,236 against, with 51,235 abstentions and 2,475,309 broker non-votes recorded on the director election item.

Was KPMG LLP ratified as Freshpet (FRPT) auditor for 2026?

Yes, stockholders ratified KPMG LLP as Freshpet’s independent registered public accounting firm for 2026 with 44,890,659 votes for, 115,995 against, and 47,158 abstentions. There were no broker non-votes on this ratification proposal at the annual meeting.

How did Freshpet (FRPT) stockholders vote on executive compensation in 2026?

Stockholders approved the non-binding advisory vote on named executive officer compensation, with 40,844,496 votes for, 1,682,726 against, and 51,281 abstentions. There were also 2,475,309 broker non-votes recorded on this advisory say-on-pay proposal.

What are broker non-votes in Freshpet (FRPT) 2026 meeting results?

Broker non-votes are shares held in street name where brokers did not receive voting instructions on certain proposals. Freshpet reported 2,475,309 broker non-votes for the director elections and the say-on-pay proposal, but none for the auditor ratification proposal.

How many votes opposed Freshpet (FRPT) say-on-pay resolution in 2026?

The advisory vote on executive compensation received 1,682,726 votes against. Despite this opposition, 40,844,496 votes supported the resolution, with 51,281 abstentions and 2,475,309 broker non-votes, resulting in overall stockholder approval of the pay program.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 16.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 24.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 18.8 KB