[6-K] Nomad Foods Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Nomad Foods Limited (NYSE: NOMD) filed a Form 6-K disclosing the results of its 2025 Annual Meeting held on 10 July 2025. Shareholders owning 119,021,716 ordinary shares (78.02% of shares outstanding) participated. All ten director nominees were re-elected for one-year terms with support levels ranging from 88.9% to 98.9%. PricewaterhouseCoopers LLP was ratified as independent auditor for fiscal 2025 with 97.5% of votes cast in favour. No additional proposals or financial data were presented, and the filing contains no forward-looking statements or strategic updates.

Insights

Corporate Governance Expert

TL;DR – Routine AGM; directors and auditor re-approved with strong support; neutral governance impact.

The meeting confirms stability in Nomad Foods’ governance structure. Support above 90% for most directors and 97.5% for PwC indicates broad investor confidence, but these are typical outcomes for well-performing companies and do not alter the investment thesis. No compensation votes, strategic resolutions, or dissent signals emerged, suggesting a neutral impact on valuation and risk profile.

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 2025

Commission File Number: 001-37669

_______________________________________________

Nomad Foods Limited

(Translation of registrant’s name in English)

_______________________________________________

Forge, 43 Church Street West

Woking

Surrey, United Kingdom, 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 ☒    Form 40-F ☐

Submission of Matters to a Vote of Security Holders

On July 10, 2025, Nomad Foods Limited (the “Company”) held its 2025 annual meeting of shareholders (the “2025 Annual Meeting”). The proposals submitted to a shareholder vote at the 2025 Annual Meeting are described in detail in the Company’s Proxy Statement for the 2025 Annual Meeting, as furnished to the Securities and Exchange Commission (the “Commission”) on a Form 6-K on May 28, 2025 (the “Proxy Statement”). Shareholders present in person or by proxy represented 119,021,716 ordinary shares of the Company (or 78.02% of the outstanding ordinary shares of the Company as of May 13, 2025, the record date for the 2025 Annual Meeting).

At the 2025 Annual Meeting, the Company’s shareholders (i) elected the ten (10) directors specifically named in the Proxy Statement, each for a one-year term expiring at the Company’s 2026 annual meeting of shareholders and (ii) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2025 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 ten (10) directors specifically named in the Proxy Statement, each to serve until the Company’s 2026 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			109,668,745			9,327,246			25,725			92.14%
Noam Gottesman			115,660,636			3,335,377			25,703			97.18%
Ian G.H. Ashken			108,411,204			10,584,366			26,146			91.09%
Ruben Baldew			105,814,145			13,181,618			25,953			88.90%
Stéfan Descheemaeker			115,995,872			2,999,450			26,394			97.46%
James E. Lillie			115,144,055			3,851,729			25,932			96.74%
Stuart M. MacFarlane			117,365,288			1,629,920			26,508			98.61%
Victoria Parry			115,594,757			3,379,398			47,561			97.12%
Amit Pilowsky			117,731,691			1,263,717			26,308			98.92%
Melanie Stack			117,735,732			1,260,282			25,702			98.92%

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 2025 fiscal year as follows:

For									Against									Abstain						% Cast FOR
116,045,554						2,803,095												173,067						97.50%

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), (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), and (iv) Form S-8 filed with the Commission on June 16, 2025 (File No. 333-288081) . 

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 15, 2025

FAQ

When was Nomad Foods' 2025 Annual Meeting held?

The meeting took place on 10 July 2025.

How many shares were represented at the NOMD 2025 AGM?

119,021,716 ordinary shares, or 78.02% of shares outstanding, were present in person or by proxy.

What were the voting results for Nomad Foods' director elections?

Each of the ten nominees received between 88.9% and 98.9% of votes cast in favour.

Was PricewaterhouseCoopers LLP re-appointed as auditor for NOMD?

Yes. PwC was ratified with 97.5% support.

Did the Form 6-K include any earnings or strategic updates?

No. The filing only reported AGM results and contained no financial or strategic disclosures.