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Nomad Foods (NYSE: NOMD) updates 2025 board attendance metrics

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Nomad Foods Limited filed a Form 6-K to amend and supplement its 2026 Annual Meeting proxy statement, focusing on board and committee meeting attendance disclosure for fiscal 2025.

The company reports that board and committee meetings had average attendance of 96%, with each incumbent director attending at least 75% of the board meetings and of all committees on which they served. The Form 6-K is also incorporated by reference into several existing registration statements on Forms S-8 and F-3.

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Average meeting attendance 96% Board and committee meetings in fiscal 2025
Minimum director attendance threshold 75% Incumbent directors’ board and committee meetings in fiscal 2025
Annual Meeting date June 22, 2026 2026 Annual Meeting of Shareholders
Form S-8 registration statement File No. 333-211095 Incorporates Form 6-K by reference, filed May 3, 2016
Form F-3 registration statement File No. 333-217044 Initially filed March 30, 2017, effective May 2, 2017
Form S-8 registration statement File No. 333-288081 Incorporates Form 6-K by reference, filed June 16, 2025
Form F-3ASR registration statement File No. 333-294059 Automatically effective upon filing March 5, 2026
foreign private issuer regulatory
"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-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.
Form 6-K regulatory
"This 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
"amend and supplement, and should be read in conjunction with, the disclosures contained in the Company’s definitive 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.
Corporate Governance - Meeting Attendance financial
"The disclosure in the section entitled “Corporate Governance - Meeting Attendance” on Page 14"
Form S-8 regulatory
"Form S-8 filed with the Securities and Exchange Commission on May 3, 2016"
A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.
Form F-3ASR regulatory
"Form F-3ASR filed with the Commission on March 5, 2026"
Form F-3ASR is a U.S. Securities and Exchange Commission filing that lets an eligible foreign company pre-register securities for sale to U.S. investors using the SEC’s automatic shelf process. Think of it like a pre-approved credit line: it gives the company the flexibility to raise money quickly when needed, which matters to investors because it can speed new share or bond offerings, affect supply of securities, and therefore influence share price and dilution risk.

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

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FAQ

What did Nomad Foods (NOMD) change in its 2026 proxy materials?

Nomad Foods updated its 2026 proxy materials by amending the corporate governance section on meeting attendance. The new disclosure highlights detailed board and committee attendance statistics for fiscal 2025, providing clearer information on director participation ahead of the 2026 Annual Meeting of Shareholders.

What board meeting attendance rate did Nomad Foods (NOMD) report for 2025?

Nomad Foods reported that board and committee meetings had an average attendance rate of 96% in fiscal 2025. The company also stated that every incumbent director attended at least 75% of board meetings and the meetings of all committees on which they served during that period.

How does the Nomad Foods (NOMD) Form 6-K relate to its proxy statement?

The Form 6-K serves as an amendment and supplement to Nomad Foods’ definitive 2026 proxy statement. It specifically updates the “Corporate Governance - Meeting Attendance” section, and the revised disclosure is intended to be read together with, and in some cases supersede, the original proxy language.

When is the 2026 Nomad Foods (NOMD) Annual Meeting of Shareholders scheduled?

The 2026 Annual Meeting of Shareholders for Nomad Foods is scheduled to be held on June 22, 2026. The amended proxy-related disclosure in the Form 6-K supports shareholder voting decisions by providing additional detail on board and committee meeting attendance for fiscal 2025.

Which registration statements incorporate this Nomad Foods (NOMD) Form 6-K by reference?

The Form 6-K is incorporated by reference into multiple Nomad Foods registration statements: two Form S-8 filings from May 3, 2016 and June 16, 2025, a Form F-3 initially filed March 30, 2017, and a Form F-3ASR filed March 5, 2026.
 
 

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 ☐

 

 
 


AMENDMENT AND SUPPLEMENT TO PROXY STATEMENT

The following disclosures (the “Supplemental Disclosures”) in this Current Report on Form 6-K amend and supplement, and should be read in conjunction with, the disclosures contained in the Company’s definitive proxy statement (as the same may be amended or supplemented, the “Proxy Statement”), furnished to the Securities and Exchange Commission (the “SEC”) on May 13, 2026, in connection with the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Nomad Foods Limited. (the “Company”), which will be held on June 22, 2026. To the extent the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement, which shall be read in its entirety. All other information in the Proxy Statement remains unchanged. For clarity, new text within restated paragraphs from the Proxy Statement is highlighted with bold, underlined text, and deleted text within restated paragraphs from the Proxy Statement is highlighted with strikethrough text.

The disclosure in the section entitled “Corporate Governance - Meeting Attendance” on Page 14 of the Proxy Statement is amended and supplemented as follows:

Board and committee meetings had average attendance rates of 96% each in the 2025 fiscal year, with each incumbent director attending at least 75% of the Board meetings and the meetings of all committees on which he or she served during the period in which he or she was a director.

This 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 8, 2026