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Nomad Foods (NYSE: NOMD) holders back all directors and PwC for 2026

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Nomad Foods Limited reported results of its 2026 annual shareholder meeting. Shareholders representing 91,899,680.76 ordinary shares, or 65.74% of shares outstanding as of May 4, 2026, were present in person or by proxy, providing a solid quorum.

All nine director nominees named in the proxy statement were elected to one-year terms ending at the 2027 annual meeting. Support levels varied by nominee, with most receiving strong majorities of votes cast.

Shareholders also ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2026 fiscal year, with 89,945,693 votes for, 1,932,503 against and 21,484 abstentions.

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Shares represented at meeting 91,899,680.76 shares Present or by proxy at 2026 annual meeting
Participation rate 65.74% Of outstanding ordinary shares as of May 4, 2026
Auditor ratification - For 89,945,693 votes PricewaterhouseCoopers LLP for 2026 fiscal year
Auditor ratification - Against 1,932,503 votes PricewaterhouseCoopers LLP for 2026 fiscal year
Votes for Noam Gottesman 87,775,761 votes Election as director until 2027 annual meeting
Votes for James E. Lillie 50,115,962 votes Election as director until 2027 annual meeting
Votes for Dominic Brisby 88,719,577 votes Election as director until 2027 annual meeting
Form 6-K regulatory
"This report on Form 6-K is incorporated by reference into the registration statements"
A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.
Proxy Statement regulatory
"The proposals submitted to a shareholder vote ... are described in detail in the Company’s Proxy Statement"
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.
independent registered public accounting firm financial
"ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"
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.
registration statements regulatory
"This report on Form 6-K is incorporated by reference into the registration statements on (i) Form S-8 ... (iv) Form F-3ASR"
Registration statements are detailed documents companies file with securities regulators when they plan to offer shares or other securities to the public. They act like a recipe and instruction manual, listing a company’s business, finances, management, risks and how the offering will work, so investors can judge value and potential downsides. For investors, these filings provide the official, legally required facts needed to make informed decisions and spot warning signs.
foreign private issuer regulatory
"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Nomad Foods (NOMD) shareholders vote on at the 2026 annual meeting?

Nomad Foods shareholders voted on electing nine directors and ratifying PricewaterhouseCoopers LLP as the independent registered public accounting firm for the 2026 fiscal year. All director nominees were elected and the auditor ratification proposal was approved.

What was shareholder turnout for Nomad Foods (NOMD) 2026 annual meeting?

Shareholders representing 91,899,680.76 ordinary shares, or 65.74% of outstanding ordinary shares as of May 4, 2026, were present in person or by proxy. This level of participation provided a strong quorum for the 2026 annual meeting.

Were all Nomad Foods (NOMD) director nominees elected in 2026?

Yes, all nine directors named in the proxy statement were elected to serve until the 2027 annual meeting or until successors are duly elected and qualified. Vote support levels differed by nominee but each received more votes in favor than against.

Which auditing firm did Nomad Foods (NOMD) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Nomad Foods’ independent registered public accounting firm for the 2026 fiscal year. The vote totals were 89,945,693 for, 1,932,503 against, and 21,484 abstentions, indicating strong overall support.

How close were the votes for Nomad Foods (NOMD) director nominees?

Vote margins varied. For example, Noam Gottesman received 87,775,761 votes for and 1,793,488 against, while James E. Lillie received 50,115,962 for and 39,453,005 against. Despite differing margins, all nominees were successfully elected.


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 June 2026
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 June 22, 2026, Nomad Foods Limited (the “Company”) held its 2026 annual meeting of shareholders (the “2026 Annual Meeting”). The proposals submitted to a shareholder vote at the 2026 Annual Meeting are described in detail in the Company’s Proxy Statement for the 2026 Annual Meeting, as furnished to the Securities and Exchange Commission (the “Commission”) on a Form 6-K on May 13, 2026 (the “Proxy Statement”). Shareholders present in person or by proxy represented 91,899,680.76 ordinary shares of the Company (or 65.74% of the outstanding ordinary shares of the Company as of May 4, 2026, the record date for the 2026 Annual Meeting).
At the 2026 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 2027 annual meeting of shareholders and (ii) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 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 2027 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:
NomineeForAgainstAbstain
Sir Martin Ellis Franklin, KGCN83,450,2406,118,44635,442
Noam Gottesman87,775,7611,793,48834,879
Dominic Brisby88,719,577841,78242,769
Ruben Baldew78,016,04711,552,77935,302
Carey Dorman88,323,8651,245,22635,037
James E. Lillie50,115,96239,453,00535,161
Victoria Parry83,380,2782,595,9333,627,917
Amit Pilowsky88,623,097947,07433,957
Melanie Stack50,970,01638,597,88336,229

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 2026 fiscal year as follows:
ForAgainstAbstain
89,945,6931,932,50321,484

This report on Form 6-K is incorporated by reference into the registration statements on (i) Form S-8 filed with the Securities and Exchange Commission (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 S-8 filed with the Commission on June 16, 2025 (File No. 333-288081) and (iv) Form F-3ASR filed with the Commission on March 5, 2026, which was automatically effective upon filing with the Commission (File No. 333-294059).





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/ Dominic Brisby
Name:Dominic Brisby
Title:Chief Executive Officer
Dated: June 24, 2026