| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 8, 2024, Lawrence S. Coben, Ph.D., a member of the Board of Directors (the “Board”) of Freshpet, Inc. (the “Company”), informed the Board of his resignation from the Board. Dr. Coben’s decision was not the result of any disagreement with the Company.
On April 9, 2024, Lauri Kien Kotcher was elected to the Board in the vacancy created by Dr. Coben’s departure as a Class II director with a term expiring at the Company’s 2025 annual meeting of stockholders. Ms. Kien Kotcher’s experience includes serving as Chief Executive Officer of quip, The Shade Store, and Hello Products, as well as Chief Marketing Officer of Godiva Chocolatier.
Ms. Kien Kotcher will also replace Dr. Coben on the Board’s Nominating and Governance Committee. Ms. Kien Kotcher was granted 1,046 restricted stock units upon joining the Board, which will vest on the first anniversary of the grant date, subject to her continued service on the Board.
The compensation for Ms. Kien Kotcher’s service as director will be consistent with that of the Company’s other non-employee directors, as described in the Company’s most recent annual proxy statement filed with the U.S. Securities and Exchange Commission on August 31, 2023. There are no arrangements or understandings between Ms. Kien Kotcher and any other persons pursuant to which Ms. Kien Kotcher was elected as a director, and there are no transactions in which Ms. Kien Kotcher has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
On April 10, 2024, the Company issued a press release announcing the matters described under Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| | FRESHPET, INC. |
| | |
| Date: April 10, 2024 | By:
| /s/ Todd Cunfer |
| | Name: Todd Cunfer |
| | Title: Chief Financial Officer |
