DEF 14A 1 ny20004408x4_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

Freshpet, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11

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August 22, 2022

TO OUR FELLOW STOCKHOLDERS

Thank you for your support of Freshpet, Inc. On behalf of the entire Board of Directors of Freshpet, we invite you to attend Freshpet’s 2022 Annual Meeting of Stockholders to be held on October 3, 2022 at 8:00 a.m., Central Time. Our 2022 Annual Meeting will be conducted in-person at our newest Freshpet Kitchen located at 4800 Sterilite Drive, Ennis, TX 75119, as well as virtually via webcast at www.virtualshareholdermeeting.com/FRPT2022. Each holder of record as of the close of business August 9, 2022 may vote their shares either in-person or electronically at the annual meeting, as further described in the accompanying Notice of Annual Meeting and Proxy Statement.

We are pleased to offer our stockholders this hybrid meeting format to promote greater stockholder engagement, while providing flexibility to attend in-person or participate virtually. Importantly, our stockholders attending the annual meeting virtually will have the same rights to participate as those stockholders attending in-person. Because the health and well-being of our employees, stockholders and other meeting participants remains of utmost importance, in-person attendance will require compliance with any then-applicable COVID-19 governmental regulations and recommendations.

BOARD OVERSIGHT OF STRATEGY

The Board is dedicated to its role as your fiduciary, and our directors’ diverse skills and backgrounds reflect the expertise necessary for effective oversight and guidance of the business. Freshpet is on a mission to change the way people feed their pets forever, and our strategy to lead the transition to fresh and natural food for our pets is aligned with a fundamental shift in how society views both pets and food. The accelerating growth of the Company over the past five years validates that our Feed the Growth strategy is working and has positioned the Company to realize the benefits of its first-mover position in the market’s shift towards higher quality, fresh pet food. As a Board, we have encouraged and guided the management team to continually make the investments necessary to fully realize Freshpet’s long-term potential, including investments in talent, capacity, systems, and advertising. It is our belief that this focus on long-term growth will deliver significant profitability through increased scale and create a sustainable competitive advantage for the Company.

To fulfill that potential, the Board and management have focused on increasing manufacturing capacity to meet the significant demand we have experienced and expect to generate over the next several years. Our Annual Meeting will coincide with a major milestone on that journey: the opening of our newest, largest, most technologically advanced, most efficient, and most sustainable Freshpet Kitchen yet in Ennis, TX. In many ways, that Freshpet Kitchen embodies the values and goals that our Board seeks to instill in Freshpet:

•	Feed More Pets and Satisfy More Customers: When all phases of the Kitchen are completed and operating, we will be able to produce more than $1 billion of Freshpet in Ennis, satisfying more pets than ever and helping us achieve our 2025 Goal of more than $1.25 billion in net sales.

•	Deliver Exceptional Quality and Efficiency: Through the use of new technology, on-site chicken processing and increased use of automation, the Ennis Kitchen will deliver new standards in consistency and quality at the lowest cost of any facility we operate.

•

Enhance the Sustainability of Our Operations: In its design, construction and operation, the Ennis Kitchen will be our most sustainable yet. From low carbon footprint concrete and recycled steel to on-site solar and wastewater treatment, sustainability has been at the heart of every decision we made in building the Ennis Kitchen.

•

Create Growth Opportunities and Enhance Skill Development for our Workforce – particularly our hourly production team: More than a full year before we will begin operations in Ennis, we hired outstanding local production and sanitation talent in Ennis and then relocated them to our Kitchens in Bethlehem so that they could acquire critical skills and learn the Freshpet values before they had to start up the Ennis Kitchen. While in Bethlehem, they received in-depth training on every piece of equipment and our key processes while our HR team tended to their housing, meals, transportation, entertainment, and healthcare needs while away from their families. As a result, many of those employees will start our new Ennis Kitchen with the skills and experience that qualify them for higher wages in our compensation system, and we will be able to produce more and higher quality Freshpet sooner.

We believe that this approach is creating a solid foundation for the significant growth that lies ahead. We now have the infrastructure, talent, and processes needed to carry Freshpet towards its 2025 goals and beyond.

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We also have the financial resources needed to ensure our ability to deliver the Company’s potential. Facing rampant inflation and significant construction and equipment delivery delays, the Board authorized management to raise additional capital this year so that any potential short-term business disruptions would not impact our ability to deliver our long-term goals. As a result, the Company is well-capitalized and has significant capacity coming on-line – enabling us to continue the rapid growth of the Company that our stockholders have sought – and do it from a position of strength.

STOCKHOLDER ENGAGEMENT AS DIRECT INPUT TO ENHANCE GOVERNANCE

Two years ago, the Board unveiled the “Freshpet Commitment to Good Corporate Governance: 2020 to 2025 Roadmap.” That plan was the direct result of engagement between our stockholders, management, and representatives from our Board. The plan created a step-by-step process that matched Freshpet’s business development with a series of governance enhancements that would enable us to transition from a small, young, private equity-backed company (with the governance provisions commonly found in such early-stage companies) to a $1.25 billion net sales company with a diverse stockholder base and the governance practices you would expect of a mature company. Many of our stockholders told us that they had not seen another company take such a disciplined, proactive, pragmatic, and transparent approach to its governance transformation. As a result, the plan received very strong stockholder support as evidenced by the approval of the various elements of the plan and support for our directors.

The Board has taken all the actions required to fulfill our commitments as part of that plan and this year we are asking stockholders for their agreement to implement the final piece. In June 2022, our Board amended and restated our bylaws to provide for proxy access. This year’s Proxy Statement asks stockholders to vote on the final item in our plan: establishing a stockholder right to request that the Company call a special meeting. If stockholders approve this proposal, we will have full implementation of the entire transformation plan by the time of our stockholder meeting in 2025. At that time, we also expect to have a company that is more than four times the size of the Company we had when we began the governance transformation, will be operating two large Kitchen campuses with a total of ~1,500 employees, and Freshpet could be one of the leading brands of dog food in the US. In essence, our Board will have guided Freshpet from its early stages as a tiny, insurgent brand into a category-creating market leader and the governance of the company will have transformed along with it and include the best practices you will find in other fully mature companies.

With the key elements of the Governance Plan already in place last year, our Board’s stockholder engagement over the past year was focused on our stockholders’ next greatest area of interest: compensation. Management and the Chair of the Compensation Committee had meaningful conversations with many of our longest tenured and most sophisticated stockholders about this topic – including the amount and types of executive compensation, goal setting, ESG goals as part of compensation, how we compensate our non-executive workforce, and the use of equity incentives. In total, we spoke to stockholders holding approximately 58% of our outstanding shares. Stockholders were particularly interested in our use of multi-year grants as a way of aligning management’s interests and those of stockholders. Despite the potential distortion of the annual compensation metrics that this approach creates, stockholders broadly supported the plan – with over 76% of stockholders approving of the compensation of named executive officers.

The other area of significant interest for our stockholders was how we connected executive compensation and our ESG plan. During those meetings, we solicited input on the ways in which we could accomplish that and outlined our initial thinking on the topic. Stockholders told us that they were very open to a wide range of potential goals if they were connected to the long-term sustainability of the company and consistent with the business’s greatest opportunities. We shared the concept of “employee retention” as a possible “Social” goal during these discussions. The belief we shared was that – as a company that is growing quickly and will thus need to attract, train, and retain a large number of new employees – holding management accountable for employee satisfaction (increasing retention) would become critical. This is particularly important in the tight labor market we operate in today. Stockholders told us that it made sense – particularly if it was part of a multi-pronged effort to create sustainable value through meaningful enhancements in how we add value to the lives of our hourly workforce – and thus ensured a strong, stable workforce well into the future. As a result, our Compensation Committee has adopted a retention goal as part of our annual bonus calculation for the top executives and set specific metrics for the team to achieve.

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This thinking and goals have been the underpinning of one of the Company’s most meaningful achievements last year: the launch of our Freshpet Academy. This was a complete overhaul of how we recruit, train, develop and reward hourly labor. We fundamentally believe that a highly skilled, highly trained, and motivated workforce is essential to our success, and we are willing to invest money and effort to create a world class workforce capable of delivering our long-term goals. To accomplish that, we:

•	Raised our wages by ~20% (in addition to the annual inflation increase) to attract potential employees with greater aptitude for manufacturing work

•	Increased staffing in our training department to accelerate team members’ ability to acquire new skills and advance to higher levels (Within 18 months of starting, a Bethlehem production team member could be making ~$28/hour plus quarterly bonuses, full benefits, and stock ownership.)

•	Increased equity grants to hourly workers to match increases in skills

•	Enhanced benefits that are designed to enable more meaningful time with your family – including expanding parental leave to 18 weeks and increasing vacation time for all employees

•	Added tuition reimbursement to encourage additional training and education outside of work

•	Hired full-time nursing staff to attend to the many healthcare concerns of our workforce

The results of this plan have been extremely encouraging. Retention is up and turnover is down. Average tenure is also up, and that experience has enabled us to use our talent more interchangeably – creating operating flexibility we have not had in a long time. Even more importantly, productivity is also up significantly and that is helping drive down costs. We believe we are just beginning to see the wide array of benefits we will ultimately receive because of this effort, and also believe that there are more things we can do to drive team member engagement, satisfaction and skill.

The Board believes that efforts like these will not only create a strong and stable workforce and thus contribute to the success of Freshpet over the long-term, but they will also strengthen the communities in which we operate. Freshpet has become a significant and prominent employer in both Bethlehem and Ennis and our efforts are increasing the skills of the local workforce, providing significant incomes that can support families and their communities, and enhancing the quality of life for those who commit their time and efforts to our mission.

We aspire to make Freshpet into a pillar of our communities – well-respected for the products we make and the way we make them, the caliber of our people, the opportunities we provide for our team members and their families and recognized for the way we treat our people. We believe we are on the right path to accomplishing that.

OUR COMMITMENT TO SERVE OUR PETS, PEOPLE AND PLANET

Ever since the inception of our Company, we have focused on ensuring that every decision we make is good for “Pets. People. Planet.” That ethos is embedded in everything we do. We consider ourselves fortunate to have stakeholders who share those values and support our efforts to create a world where all three can thrive simultaneously. As our success grows, our impact on all our stakeholders will grow, so we need to ensure that everything we do contributes to the world in a positive way. That will take significant commitment and effort. You have our word that we will be relentless in our efforts to make Freshpet into the kind of company whose success is only exceeded by the esteem in which it is held for the way in which we achieve those results.

Thank you for your support and continued interest in Freshpet.

Sincerely,

William B. Cyr

Chief Executive Officer & Executive Director

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FRESHPET, INC.

400 PLAZA DRIVE, 1^ST FLOOR

SECAUCUS, NJ 07094

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on

Monday, October 3, 2022

TO THE STOCKHOLDERS OF FRESHPET, INC.:

The 2022 Annual Meeting of Stockholders of Freshpet, Inc. (the “Company”) will be held in-person at the Freshpet Kitchen, 4800 Sterilite Drive, Ennis, TX 75119, and via a live video webcast in a hybrid meeting format. In the continued interest of the health and well-being of our employees, stockholders and other meeting participants, in-person attendance will require compliance with any then-applicable COVID-19 governmental regulations and recommendations.

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/FRPT2022, where you will be able to listen to the meeting live, submit questions and vote online. It is important that your shares be represented. Whether or not you plan to attend the hybrid Annual Meeting in-person or by webcast, please vote using the procedures described on the Notice of Internet Availability of Proxy Materials or on the Proxy Card. Your vote will mean that you are represented at the Annual Meeting regardless of whether or not you attend the Annual Meeting. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares in-person or virtually at the Annual Meeting.

The meeting will be held on October 3, 2022 at 8:00 a.m., Central Time, for the following purposes:

ITEMS OF BUSINESS

1.	To elect four members of the Board of Directors. The Board intends to present for re-election the following four nominees: Mr. J. David Basto, Dr. Lawrence S. Coben, Mr. Walter N. George III and Mr. Craig D. Steeneck;

2.	To ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2022;

3.	To approve, by advisory vote, the compensation of the Company’s named executive officers (the “Say-on-Pay Proposal”);

To approve an amendment to our Fifth Amended and Restated Certificate of Incorporation (as amended prior to the date hereof, the “Certificate of Incorporation”) to permit stockholders the right to request that the Company call a special meeting of stockholders under certain circumstances (the “Special Meeting Proposal”); and

5.	To transact other business, if any, that is properly brought before the meeting or any adjournment or postponement thereof.

RECORD DATE

The record date for the Annual Meeting is August 9, 2022. Only stockholders of record as of the close of business on that date are entitled to receive notice of, to attend, and to vote at the Annual Meeting and any postponements or adjournments thereof.

Sincerely,

Charles A. Norris

Chairman of the Board

Secaucus, New Jersey

August 22, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 3, 2022

The Company’s Notice of Annual Meeting, Proxy Statement and 2021 Annual Report to stockholders

are available on the Internet at www.proxyvote.com.

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In this Proxy Statement, we may make forward-looking statements regarding future events or the future financial performance of the Company. We use words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “target,” “intend,” “seek,” “predict,” “goal,” “will,” “may,” “likely,” “should,” “would,” “could” (and the negative of any of these terms) and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, trends in our business or industry, uncertain events and assumptions, such as our ability to implement our future corporate governance plans described herein and our ability to meet our sustainability targets, goals, and commitments, including due to the impact of climate change, and other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are not guarantees of future performance and reflect management’s current expectations. Our actual results could differ materially from those discussed in such forward-looking statements. Please refer to our annual and quarterly reports on Form 10-K and Form 10-Q, respectively, for a discussion of important factors that could cause actual events or actual results to differ materially from those discussed in this Proxy Statement. These forward-looking statements speak only as of the date of this Proxy Statement, and we assume no obligation to revise or update any forward-looking statement for any reason, except as required by law.

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FRESHPET, INC.

400 PLAZA DRIVE, 1^ST FLOOR

SECAUCUS, NJ 07094

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement about Freshpet, Inc. and the upcoming 2022 annual meeting of stockholders. This summary does not contain all the information you should consider in deciding how to vote your shares. Stockholders should read the entire proxy statement before voting. In this Proxy Statement, we refer to Freshpet, Inc. as “Freshpet,” the “Company,” “we,” “our” or “us,” as the context requires.

THE MEETING

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Freshpet, Inc., a Delaware corporation (the “Company” or “Freshpet”), for use at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”), which will be a hybrid meeting held both in-person and via simultaneous live webcast on October 3, 2022 at 8:00 a.m. Central Time.

The Annual Meeting will be held in-person, at Freshpet’s Kitchen located at 4800 Sterilite Drive, Ennis, TX 75119 and virtually, by visiting www.virtualshareholdermeeting.com/FRPT2022. This proxy statement (the “Proxy Statement”) and the accompanying form of proxy were first mailed to stockholders of record on or about August 22, 2022. An annual report for the year ended December 31, 2021 (our “Annual Report”) is enclosed with this Proxy Statement. An electronic copy of this Proxy Statement and Annual Report are available at www.proxyvote.com. and www.freshpet.com.

Admission

You are entitled to attend the Annual Meeting either in-person or via live webcast if you are a Freshpet stockholder as of the close of business on the record date, August 9, 2022, or a duly appointed proxy of such a stockholder.

If you plan to attend the meeting via live webcast, you will be able to participate in the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/FRPT2022. To participate in the Annual Meeting via live webcast, you will need the 16-digit control number found on your Notice of Internet Availability of Proxy Materials.

If you plan to attend the Annual Meeting in-person, please note that space is limited. Therefore, in-person admission will be on a first-come, first-served basis. Registration will open at 7:45 a.m. Central Time, and the Annual Meeting will begin promptly at 8:00 a.m Central Time. Upon arriving at the registration desk, each stockholder should be prepared to present:

1	Valid government issued photo identification, such as a driver’s license or passport; and

Beneficial owners holding their shares through a broker, bank or other nominee will need to bring proof of beneficial ownership as of August 9, 2022, the record date, such as their most recent account statement reflecting their stock ownership prior to August 9, 2022, a copy of the voting instruction card provided by their broker, bank or other nominee, or similar evidence of ownership.

In-person attendance will require compliance with any then-applicable COVID-19 governmental regulations and recommendations. Stockholders attending in-person are further advised that the use of cameras, recording devices, computers and other electronic devices, such as smart phones and tablets, are not permitted at the Annual Meeting. Photography and video are prohibited at the Annual Meeting. Please allow ample time for check-in. Please note that large bags and packages are not allowed at the Annual Meeting and persons may be subject to search.

Whether or not you plan to attend the hybrid Annual Meeting in-person or by live webcast, please vote using the procedures described on the Notice of Internet Availability of Proxy Materials or on the Proxy Card. Your vote will mean that you are represented at the Annual Meeting regardless of whether or not you attend the Annual Meeting.

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GENERAL INFORMATION

Voting Rights, Quorum and Required Vote

Only holders of record of our common stock at the close of business on August 9, 2022, which is the record date, will be entitled to receive notice of, to attend, and to vote at the Annual Meeting and any postponements or adjournments thereof. At the close of business on August 9, 2022, we had 47,820,427 shares of common stock outstanding and entitled to vote. Holders of the Company’s common stock are entitled to one vote for each share held as of the above record date. A quorum is required for our stockholders to conduct business at the Annual Meeting.

Freshpet is incorporated in the State of Delaware. As a result, the Delaware General Corporation Law (the “DGCL”) and our Amended and Restated Bylaws (the “Bylaws”) govern the voting standards applicable to actions taken by our stockholders. The holders of a majority in voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, present at the Annual Meeting or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” (described below) will be counted in determining whether there is a quorum.

A “broker non-vote” occurs when a broker submits a proxy for a matter but does not have the authority to vote because the beneficial owner did not provide voting instructions on such matter. Proposal No. 2 to ratify the appointment of the independent auditor is considered a “discretionary” or “routine” item. This means that brokerage firms may vote on such item in their discretion on behalf of clients (beneficial owners) who have not furnished voting instructions at least 15 days before the date of the Annual Meeting. In contrast, all other proposals set forth in this Proxy Statement are “nondiscretionary” or “non-routine” items; brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals.

Under our Bylaws, when a quorum is present at any meeting of stockholders, in all matters other than the election of directors, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter is required to approve such matter, subject to certain exceptions governed by law or regulation, such as the DGCL. Under the DGCL, with respect to Proposal No. 4, the affirmative vote of a majority of the outstanding stock entitled to vote thereon is required to approve such matter.

PROPOSAL NO. 1

Election of Directors

Pursuant to our Bylaws, in an uncontested election of directors, such as that being held at our Annual Meeting this year, directors are elected by majority of the votes cast. For purposes of the Bylaws, in an uncontested election, as is the case this year, a “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against” that director’s election). Abstentions and broker non-votes will have no impact on the outcome of Proposal No. 1, as they are not considered votes cast for this purpose.

An election of directors is considered to be contested if there are more nominees for election than positions on the Board to be filled by election at the meeting of stockholders. In a contested election, nominees for election as a director would be elected by a plurality of the votes cast.

PROPOSAL NO. 2

Ratification of Appointment of Independent Registered Public Accounting Firm

The ratification of the appointment of KPMG LLP requires the affirmative vote of the holders of a majority of our common stock present at the Annual Meeting or represented by proxy and entitled to vote thereon. Abstentions are treated as votes “against” Proposal No. 2. Brokers have discretion to vote on this item; any broker non-votes will have no impact on the outcome of Proposal No. 2.

PROPOSAL NO. 3

Approval, by Advisory Vote, of Compensation of the Company’s Named Executive Officers

The non-binding, advisory vote approving the compensation of the named executive officers requires the affirmative vote of the holders of a majority of our common stock present at the Annual Meeting or represented by proxy and entitled to vote thereon. Abstentions are treated as votes “against” Proposal No. 3. Any broker non-votes will have no impact on the outcome of Proposal No. 3. As an advisory vote, the result will not be binding on the Board or the Compensation Committee. This

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“Say-on-Pay” vote will, however, provide us with important feedback from our stockholders about our executive compensation philosophy, objectives and program. The Board and the Compensation Committee value the opinions of our stockholders and expect to take into account the outcome of the vote when considering future executive compensation decisions and when evaluating the Company’s executive compensation program.

PROPOSAL NO. 4

Approval of the Special Meeting Proposal

The vote on an amendment to our Certificate of Incorporation to permit stockholders the right to request that the Company call a special meeting of stockholders under certain circumstances requires the affirmative vote of a majority of the outstanding stock entitled to vote thereon. Abstentions and broker non-votes will count the same as votes against Proposal No. 4.

Summary Description of Voting Requirements and Related Effect of Abstentions and Broker Non-Votes

Proposals That Require Your Vote

Proposal No. 1

Election of Directors

Majority of votes cast

FOR, AGAINST, or ABSTAIN for each Director Nominee

FOR

each Nominee on

the proxy card

None

Proposal No. 2

Ratification of Appointment of Independent Auditors

Majority of shares present and entitled to vote

FOR, AGAINST, or ABSTAIN

FOR

Against

None

Proposal No. 3

Advisory Vote on NEO Compensation (Say-on-Pay Proposal)

Majority of shares present and entitled to vote

FOR, AGAINST, or ABSTAIN

FOR

Against

None

Proposal No. 4

Approval of Amendment to Certificate of Incorporation (Special Meeting Proposal)

Majority of outstanding shares entitled to vote thereon

FOR, AGAINST, or ABSTAIN

FOR

Against

Voting Your Shares

If you are a registered holder, meaning that you hold our stock directly (not through a bank, broker or other nominee in “street name”), you may vote in-person or via the Internet at the Annual Meeting or vote by completing, dating and signing the accompanying proxy and promptly returning it in the enclosed envelope, by telephone or electronically through the Internet by following the instructions included on your proxy card. All signed, returned proxies that are not revoked will be voted in accordance with the instructions contained therein. Signed proxies that give no instructions as to how they should be voted on a particular proposal at the Annual Meeting will be counted as votes “for” such proposal or, in the case of the election of directors, as a vote “for” election of all nominees presented by the Board.

If your shares are held in “street name” through a bank, broker or other nominee, you are considered the beneficial owner of those shares. You may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided by that nominee. You must obtain a legal proxy from the nominee that holds your shares if you wish to vote in-person or via the Internet at the Annual Meeting.

In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the Chairman of the Annual Meeting may adjourn the Annual Meeting to permit further solicitations of proxies.

The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, allow stockholders to give their voting instructions and confirm that stockholders’ instructions have been recorded properly. Stockholders voting via the telephone or Internet should understand that there may be costs associated with telephonic or electronic access, such as usage charges from telephone companies and Internet access providers, which must be borne by the stockholder.

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Expenses of Solicitation

The expenses of any solicitation of proxies to be voted at the Annual Meeting will be paid by the Company. We have engaged Broadridge Financial Solutions, Inc. (“Broadridge”) to assist with the preparation and distribution of the proxy solicitation materials for the Annual Meeting and to act as vote tabulator, at a base fee of $9,500, plus reimbursement of reasonable expenses. Following the original mailing of the proxies and other soliciting materials, the Company and its directors, officers or employees (for no additional compensation) may also solicit proxies in person, by telephone or email. The Company will also request that banks, brokers and other nominees forward copies of the proxy and other soliciting materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies. We will reimburse banks, brokers and other nominees for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.

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Revocability of Proxies

Any person submitting a proxy has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote. A proxy may be revoked by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy that is submitted via telephone or Internet no later than 11:59 p.m. (Eastern Time) on October 2, 2022, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, or by attendance at the Annual Meeting and voting in-person or via the Internet. If you are a beneficial owner and wish to change any of your previously provided voting instructions, you must contact your bank, broker or other nominee directly.

Delivery of Proxy Materials

Beginning on or about August 22, 2022, we mailed or e-mailed to our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials and Annual Report over the Internet and how to vote. If you received a notice and would prefer to receive paper copies of the proxy materials and Annual Report, you may request such materials by telephone at 1-800-579-1639, by email at sendmaterial@proxyvote.com, or over the Internet at www.proxyvote.com.

Inspector of Election

A representative from Broadridge will serve as the inspector of election for the Annual Meeting.

Stockholder Proposals

Proposals that stockholders wish to include in our Proxy Statement and form of proxy for presentation at our 2023 annual meeting must be received by us no later than April 24, 2023. Such proposals also must comply with the regulations of the Securities and Exchange Commission (the “SEC”) under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to: Freshpet, Inc., 400 Plaza Drive, 1st Floor, Secaucus, NJ 07094, Attention: Corporate Secretary.

Under Freshpet’s proxy access Bylaws provision, a stockholder or a group of no more than twenty (20) stockholders owning three percent (3%) or more of the voting power of the Company's outstanding capital stock continuously for at least three (3) years may nominate and include in the Company's proxy statement for an annual meeting director nominees constituting up to the greater of two (2) individuals or twenty percent (20%) of the number of directors in office, provided the stockholders satisfy the requirements specified in the Bylaws. To be timely, such nominations must be submitted in writing and received by our Corporate Secretary no earlier than the close of business on March 25, 2023 (the 150th day before the anniversary of the date that the Company issued its proxy statement for the previous year’s annual meeting) and no later than the close of business on April 24, 2023 (the 120th day before the anniversary of the date that the Company issued its proxy statement for the previous year’s annual meeting), or, if the date of the annual meeting of stockholders is more than 30 days earlier or more than 60 days later than the anniversary date of the most recent annual meeting of stockholders, then not later than the close of business on the 10th day after public announcement of the meeting date.

For a stockholder proposal that is not intended to be included in our 2023 proxy statement under Rule 14a-8, our Bylaws require that the stockholder’s written proposal, including director nominations by stockholders, be submitted to our Corporate Secretary at the address above not earlier than the close of business on June 5, 2023 nor later than the close of business on July 5, 2023 (assuming the Company does not change the date of the 2023 annual meeting of stockholders by more than 30 days before or 60 days after the anniversary of the 2022 Annual Meeting). In such a case, the notice must be submitted by a stockholder of record and must set forth the information required by our Bylaws with respect to each director nomination or other proposal that the stockholder intends to present at the 2023 annual meeting of stockholders. A copy of our Bylaws is available on the Company’s corporate website at www.freshpet.com. Our website is not part of this Proxy Statement.

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STOCKHOLDER ENGAGEMENT OVERVIEW

Our Board and management value and rely upon our stockholders’ perspectives. To help ensure we understand and focus on the priorities that matter most to our stockholders, our directors and senior management proactively conduct thorough and extensive investor outreach throughout the year. In addition to discussing business results and initiatives, strategy and capital structure, we engage with investors on various other matters integral to our business and the Company, such as governance practices, executive compensation and sustainability.

SPECIFIC WAYS WE ENGAGED WITH STOCKHOLDERS IN 2022

Since last year’s annual meeting, we have met and engaged directly with stockholders holding approximately 58% of our outstanding common stock. We also met with analysts who cover our Company and leading proxy advisors who serve our investors. We presented at four industry conferences, held five non-deal road shows, and hosted numerous investors on tours of the Freshpet Kitchens, where investors and analysts heard presentations from our senior management about all aspects of our business (which presentation materials were also made available to our stockholders generally through our filings with the SEC or on the “Investors” section of our website at investors.freshpet.com). Our Board and management carefully consider and evaluate feedback received during these meetings. Additionally, in response to the Say-on-Pay results (76% approval), the management and Board focused their discussions with stockholders on executive compensation. In response to those discussions, the Compensation Committee has added an ESG goal as a key part of the executive officers’ annual bonus calculation to both further distinguish the annual incentives from the long-term incentives and to ensure commitment to the ESG goals.

The feedback we received in 2020, 2021 and early 2022 is described below and reflected in the governance changes we announced in 2020 and are implementing.

WHAT WE HEARD			OUR RESPONSE
Stockholders expressed support for the concept of a long-term governance transformation plan as supported at our 2020 annual meeting of stockholders.			Our Board considered stockholder feedback and began implementation of the “Freshpet’s Commitment to Good Corporate Governance: 2020 to 2025 Roadmap” plan that the stockholders supported, including the Special Meeting Proposal included in this Proxy Statement and Board actions to adopt proxy access provisions, a majority voting standard and director resignation & retirement policy.
Stockholders encouraged us to enhance our Environmental, Social and Governance (“ESG”) disclosure practices.			In August 2022, the Company will issue its second annual sustainability report to better document the Company’s progress towards its goals with a focus on increased reporting of the key metrics where possible. We have provided our annual sustainability report on our website: investors.freshpet.com. Our website is not part of this Proxy Statement.
Stockholders told us to they would like the Board to set tangible goals for the Company’s ESG program.			Our sustainability report includes a goal of becoming carbon neutral by 2025 using a combination of emission reduction and offsets. It also includes key metrics on the Company’s environmental and social impact. Our Compensation Committee has also adopted a retention goal as a focus area for our ESG program and this will form part of the annual bonus calculation for the top executives to achieve.

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WHAT WE HEARD			OUR RESPONSE
Stockholders told us to prioritize governance practices that have economic implications, and to better disclose our strategy oversight, targets and risks.			The Board assessed Freshpet’s opportunities and risks to develop a roadmap that ties a series of governance changes to the strategic milestones that would drive them, which is disclosed in the section of this Proxy Statement titled “Freshpet’s Commitment to Good Corporate Governance: 2020 to 2025 Roadmap.”
Stockholders said they were satisfied with our progress on diversity within our Board but would like us to provide greater metrics on the Company’s overall progress.			The Company is providing more detailed metrics on the diversity within our Company as part of this year’s Proxy Statement. Additionally, the Company has continued to add diversity to its senior management team with the addition of two ethnically diverse senior executives who report to the CEO.
Stockholders supported our strategy of connecting our senior executives’ compensation to the Company’s long-term goals and asked for greater disclosure of the goals and performance underlying those grants.			The Company has disclosed the results of its multi-year equity grants in this year’s Proxy Statement and last year issued new multi-year grants to the most senior officers that we believe are directly connected to–but exceed–the Company’s long-term goals. As part of the 2021 equity grant process, the Committee has committed to not grant equity awards to our NEO’s during 2022 and 2023.
Stockholders wanted to see greater differentiation between the metrics used for short-term incentives and long-term incentives.			The Board believes that the varying time periods, the type of compensation (cash vs equity) and the impact of stock price performance on the outcomes of the metrics used to determine incentive pay provide meaningful distinction between short-term incentives and long-term incentives. However, the Company is adding an ESG goal to the short-term incentives in 2022 to further increase the differentiation.
Stockholders support the Company’s ESG program and would like to see performance targets tied to achievement of the Company’s goals included in management compensation.			The Company has added an ESG goal to the short-term incentive pay for key executives in 2022

Additionally, our Chairman of the Board and other independent directors continued to be closely and directly involved in our investor engagement efforts. Specifically, in 2022, two of our directors held outreach discussions with stockholders representing approximately 58% of our outstanding shares, and additional outreach is underway. The Compensation Committee met with its core stockholders and considered their feedback, as well as the commentary from Glass Lewis and ISS, and committed to not grant equity to the named executive officers in 2022 or 2023. Additionally, the Committee refocused the goals of the annual incentive plan to include an ESG metric.

Stockholders and other interested parties who would like to communicate with one or more members of the Board, a Board committee or the Chairman of the Board may do so by writing to any such party at Freshpet, Inc., 400 Plaza Drive, 1st Floor, Secaucus, NJ 07094, Attention: Corporate Secretary. The Corporate Secretary will forward copies of all correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board or its committees or that he or she otherwise determines requires the attention of any member, group or committee of the Board.

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BUSINESS TRANSFORMATION: 2006-2020

Freshpet was founded in 2006 with a single-minded mission to do right by pets, people and the planet, every step of the way from farm to fridge. In 2010, we welcomed a private equity investor who believed in our mission and the power of our platform, and subsequently went public in 2014. In addition to onboarding new directors with financial and industry expertise that we needed as a public company, we welcomed our current CEO, William B. Cyr, in 2016 to support the Board’s ambition to rapidly and strategically scale the business. In 2019, our Board added three female directors, who brought deep expertise in retail, digital optimization and strategy to support our 2020 long-term plan.

The following graphic helps illustrate our history, progress and plans for the future.

*	The Company is submitting a stockholder proposal in 2022 to approve an amendment of our Fifth Amended and Restated Certificate of Incorporation to permit stockholders the right to request that the Company call a special meeting of stockholders under certain circumstances.

**	Adopted by our Board prior to this year’s Annual Meeting.

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FRESHPET’S COMMITMENT TO GOOD CORPORATE GOVERNANCE: 2020 TO 2025 ROADMAP

Since our 2014 IPO, Freshpet’s market cap has grown from around $300 million to approximately $4.9 billion (as of April 14, 2022). As a young public company in pursuit of sizable long-term goals to disrupt the pet food industry, our IPO-related governance provisions provided protection from market volatility and short-term hostile threats while our Board and management pursued long-term strategic goals and stockholder value creation.

While these governance provisions were critical to our success as a young public company, our Board recognized that some of these protections provided by our governance structure should be gradually phased out as we reach maturity. Concurrent with setting Freshpet’s strategic 2025 long-term plan, the Board during 2019 solicited valuable stockholder feedback to receive direct input as to how to best evolve Freshpet’s corporate governance.

In response, the Board has implemented an effective corporate governance structure that allows our Board and management to focus primarily on the creation of long-term value for our stockholders while also considering the interests of our employees and the communities in which we do business. Supporting that philosophy, we have adopted, and strategically planned to adopt in the future, many leading corporate governance practices, including:

CORPORATE GOVERNANCE PRACTICES

STOCKHOLDER RIGHTS

FRESHPET’S CORPORATE GOVERNANCE PRACTICES

INDEPENDENT, NON-EXECUTIVE CHAIRMAN

The positions of Chairman of the Board and Chief Executive Officer are presently separated. While our Bylaws and corporate governance guidelines do not require that our Chairman and Chief Executive Officer positions be separate, we believe that separating these positions allows our Chief Executive Officer to focus on our day-to-day business and our Chairman of the Board to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management.

BOARD INDEPENDENCE

During 2021, all of our directors (other than our Chief Executive Officer) were independent, and each of our Board committees consisted entirely of independent directors.

BOARD REFRESHMENT & COMMITMENT TO DIVERSITY

Since 2018, the Board has appointed three new directors, all of whom are female. We believe that fresh perspectives and diversity, in its many forms, and the breadth of perspective that it brings, enhances the effectiveness of the Board.

SINGLE VOTING CLASS

All holders of Freshpet’s common stock have the same voting rights (one vote per share of stock).

NO POISON PILL

We do not have a stockholder rights plan, also known as a poison pill, in place.

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2020 STOCKHOLDER AND BOARD ACTIONS

ELIMINATED SUPERMAJORITY VOTING PROVISIONS FROM OUR CERTIFICATE OF INCORPORATION

At our 2020 annual meeting of stockholders, our Board submitted a proposal to our stockholders to eliminate all of the supermajority voting provisions from the Company’s Certificate of Incorporation, which our stockholders overwhelmingly voted to approve.

DIRECTOR RESIGNATION POLICY

Our Board adopted a policy that any incumbent nominee for director who does not receive the affirmative vote of a majority of the votes cast in any uncontested election must promptly offer to resign. The Nominating, Governance and Sustainability Committee will make a recommendation on the offer and the Board will decide whether to accept or reject the offer.

2021 STOCKHOLDER AND BOARD ACTIONS

MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS

Before the Company’s 2021 annual meeting of stockholders, our Board amended our Bylaws to implement a majority voting standard for director elections in uncontested elections and a plurality voting standard in contested elections. Our previous Bylaws provided for a plurality voting standard.

DIRECTOR TENURE POLICY

Before the Company’s 2021 annual meeting of stockholders, our Board adopted a director retirement policy that provides that non-employee directors will not be nominated for re-election to the Board after reaching age 75.

BOARD PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS

In the Company’s 2021 proxy statement, our Board submitted a proposal to be voted on by stockholders to fully declassify the Board by 2025, which our stockholders overwhelmingly approved. Our Certificate of Incorporation currently divides our Board into three classes, with one class being elected each year.

2022 PROPOSAL TO STOCKHOLDERS AND BOARD ACTIONS

PROXY ACCESS

In June 2022, the Board amended the Company’s Bylaws to incorporate a provision that permits a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock for three years, to nominate a certain percentage of the directors for the Company’s Board.

STOCKHOLDER RIGHT TO REQUEST THE COMPANY CALL A SPECIAL MEETING

In this Proxy Statement, our Board is submitting a proposal to be voted on by stockholders to allow stockholders the ability to make a request to the Company to call special meetings.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE APPROACH

We believe that corporate responsibility promotes the long-term interests of our stockholders and strengthens Board and management accountability, and Freshpet’s credo articulates our culture and commitment to best serve our pets, employees, customers, communities, and stockholders. Corporate responsibility at Freshpet is implemented from the most senior levels down to every one of our employees because we believe that how responsibly we run our business is intrinsically tied to achieving operational excellence.

Our Board of Directors’ primary duty of overseeing our corporate strategy includes the Board’s oversight of how environmental, social and governance (“ESG”) issues may impact the long-term interests of our stockholders and other stakeholders.

As part of overseeing our corporate strategy and our enterprise risk management program, our Board, acting through the Nominating, Governance and Sustainability Committee, monitors our ESG (including sustainability) practices. The Committee's responsibilities include oversight of our ESG activities, including ongoing carbon, water, and environmental matters, and particularly so with respect to facilities. We believe that environmentally and socially responsible operating practices go hand in hand with generating value for our stockholders. To further support our efforts in this area, we created a Sustainability Leadership Team, consisting of internal resources from critical functional groups and external advisors to address ESG factors that impact our business. Our Sustainability Leadership Team evaluated potential ESG opportunities relevant for our Company based on the views held by our stockholders and aspects of ESG frameworks including those established by the Carbon Disclosure Project (“CDP”) and Sustainability Accounting Standards Board (“SASB”). We anticipate that this year’s sustainability report will be the most comprehensive yet and we expect it to be posted to our website in August 2022.

Commensurate with our materiality-focused ESG approach, our priority is developing a business that is focused on sustainability and the triple bottom line. We think of sustainability broadly, and as defined by our triple bottom line across three areas: (1) performing across key business metrics; (2) having a positive impact on society; and (3) minimizing our impact on the environment. Our ESG efforts help us move toward achieving Freshpet’s mission to nourish Pets, People and Planet.

COMMITMENT TO NOURISHING PETS, PEOPLE AND PLANET

At Freshpet, our mission is to create the very best foods that nourish the bond between pets and their parents, helping us both live longer, healthier, and happier lives. Achieving success while caring for our team members, our communities, and our planet is not only the right thing to do, it helps ensure the long-term sustainability of the Company. This ambitious mission drives us every day and was built into the Company by our founders from the very beginning. We call it “Nourishing Pets, People and Planet.”

For over a decade, we have been dedicated to our sustainability initiatives and have made significant progress moving to minimize our environmental impact on the world as we fulfill our mission to provide healthy fresh food for pets and pet parents. We are not perfect, but view ourselves as an industry leader in pet nutrition, sustainability, and growth.

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KEY PETS, PEOPLE AND PLANET ACCOMPLISHMENTS
Pets: Nourishing Happier and Healthy Lives			• We strive to change the pet food category for the better by bringing fresh healthy meals to pets. We have been steadfast in our nutritional ideology, so our foods are developed for healthy nutrition instead of what is easy to make. We start each recipe with fresh meats and veggies, minimally process them to retain the nutrients, and keep them fresh with refrigeration instead of using preservatives. Our goal is to produce the ideal food for pets to help them lead long healthy lives with their pet parents. • Our key goal is to support the human and animal bond because we believe pets and pet parents live longer, healthier lives together. We want to nourish those pets with our food, bringing joy to both pets and pet parents. • In pursuit of our mission, as of 2021, we have donated over 12.4 million meals to shelter pets waiting for their forever home. • We support programs at leading shelters and charities that impact the communities we live in. Our key partners include Pennsylvania SPCA, St. Hubert’s Animal Welfare Center in Northern New Jersey, and 4 Paws for Ability, which provides dogs to assist children, adults, and veterans with a range of disabilities. • We have funded three research studies from the Freshpet Foundation focused on how nutrition can help improve pet health and longevity.
People: Living better together			• We provide industry leading benefits for all eligible full-time employees, including: - Comprehensive healthcare - 401(k) matching - Annual stock grants - Tuition reimbursement - Maternity/Paternity leave - Generous paid time off to allow for a life outside of work • Our goal is to build a diverse and inclusive culture at Freshpet. We aim to do this through recruitment efforts that focus on attracting candidates from diverse communities as well as focusing on diversity of experience and skills. • We strive to be the place where people love to work, and we encourage everyone to grow, have fun and deliver on our vision. Our employee engagement score of 82% is reflective of our commitment to creating an engaged workforce. Please see the section titled “—Commitment to Human Capital Management” in this Proxy Statement for more information.
Planet: Conserving resources while growing the triple bottom line			• Working to minimize our environmental impact is not only the right thing to do, it makes great business sense. Freshpet consumer research proves that appealing to the sustainable shopper will help us increase household penetration and meet our long-term growth goals. We believe that our efforts over the last year will help keep Freshpet as a leader in sustainable pet food and help drive the business forward.

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In August 2021, we began publishing a sustainability report on our website (the “sustainability report”), and we anticipate publishing our next annual sustainability report in August 2022. Neither Freshpet’s website nor any sustainability report is a part of this Proxy Statement. Our website and sustainability reports will provide further information on our sustainability efforts, including additional details on our efforts to Nourish Pets, People and Planet, such as:

			RECYCLING AND LANDFILL FREE MANUFACTURING
Since 2016, Freshpet has committed to operating landfill free manufacturing facilities. We are proud to have been one of the first pet food manufacturers to make this commitment. Engagement across the entire organization was required to resolve our waste streams without using a landfill. The four strategies used to achieve landfill free status were: reducing the amount of waste generated by the manufacturing process, reusing or recycling as much waste as possible, anaerobically digesting organic waste to keep it from generating un-captured methane, and converting waste to energy for any waste stream that does not work with the previous strategies.

			ENERGY CONSERVATION AND RENEWABLE ENERGY
KITCHENS

Freshpet Kitchens in Pennsylvania have been powered by renewable electricity since 2014 by matching all purchased electricity with Green-e® certified renewable energy credits (“RECs”). In 2021, we matched 22,879 megawatt hours (“MWh”) of our Kitchen’s electricity consumption with RECs that help support the development of renewable energy projects. Steam and heat required to cook our recipes is provided by an on-site natural gas-powered Combined Heat and Power Plant (“CHP”). Sophisticated engineering allows the CHP to generate steam from heat energy that would otherwise be wasted providing higher efficiency than traditional grid supplied electricity and steam generated from natural gas boilers.

Freshpet’s latest manufacturing facility in Ennis, TX has been designed from the ground up to be our most efficient yet. It is being built with environmentally friendly construction techniques including low carbon footprint concrete, recycled steel, and on-site soil preparation. It will incorporate our latest engineering, including on-site solar power with a battery storage system and a wastewater treatment facility. Low water use and pollinator friendly landscaping are also part of the site plan. We look forward to sharing more details after the facility opens.

CHILLERS

Freshpet’s state of the art chillers are good for business and the environment. Our in-house chiller development team works continuously with suppliers to improve efficiency. The latest chillers by manufacturers True Manufacturing and Minus 40 are up to 8.5x more efficient than older models thanks to LED lighting, eco-friendly refrigerants, and state of the art compressors. These chillers also help drive growth with more capacity, higher reliability, brighter lighting, and easy access doors.

Thanks to many chiller upgrades, Freshpet’s average chiller electric efficiency improved 26.1% over the last two years. Over 66% of the active fleet now uses eco-friendly refrigerants such as R-290, which limits their impact on the ozone layer and global warming.

In an effort to minimize the impact of our Scope 3 emissions, the estimated electric usage of all Freshpet chillers in North America is matched with Green-e certified Renewable Energy Credits (RECs). This program helps support the development of renewable energy projects that help avoid Carbon Dioxide Equivalent emissions (“CO2e”).

New for 2022: Chiller efficiency and refrigerant type has been added to our internal chiller tracking database allowing efficiency analytics to be done in real time. This information also helps us target regions or customers that could benefit most from efficiency upgrades.

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			WATER CONSERVATION
Manufacturing fresh pet food requires water in the cooking and cleaning processes. As one of our most valuable natural resources, Freshpet aims to minimize our impact on the planet’s water supply. The Freshpet Kitchens 2.0 at our Freshpet Kitchens in Bethlehem, Pennsylvania, features our latest water conservation engineering including:

ON-SITE WASTEWATER TREATMENT FACILITY

Freshpet’s wastewater treatment facility became operational in September 2020. This 6,600 square foot facility processes up to 200 gallons per minute removing residual fines of meat, vegetables, and fat from the Kitchens’ wastewater. In addition to easing our burden on municipal facilities, Freshpet’s investment in treating our own wastewater was a sound financial decision. The system helps avoid significant wastewater treatment fees, helping the project pay for itself over time.

As a result of these efforts, Freshpet’s on-site wastewater treatment plant has also been successful in reducing effluent pollution across several key metrics.

RAINWATER HARVESTING SYSTEM

The Freshpet Kitchens 2.0’s rainwater harvesting system became operational in late 2020 and has a capacity of up to 427,500 gallons of rainwater. It provides irrigation for 62,000 square feet of landscaping on site. In addition to reducing our burden on the municipal water supplies, rainwater harvesting helps reduce stormwater runoff from the property. Reduced stormwater runoff helps minimize a storm’s peak flow volume and velocity in local creeks, streams, and rivers, thereby reducing the potential for streambank erosion. Reduced runoff can also help reduce contamination of surface water with pesticides, sediment, metals, and fertilizers.

			NATURE’S FRESH LEADS THE WAY IN PET FOOD SUSTAINABILITY AND IS FRESHPET’S FIRST CARBON NEUTRAL PET FOOD BRAND
Nature’s Fresh is one of the Natural retail channel’s bestselling pet foods thanks to its uncompromising quality, superior palatability, and Animal Welfare Certified recipes. For 2022, the brand has been fine tuned to be focused on sustainable sourcing from regenerative family farms in addition to using certified humanely raised proteins in the recipes. These updates reflect elevated consumer awareness around sustainability and allow us to be dedicated more than ever to advancing our goals of nourishing Pets, People and Planet.

Since 2012, Freshpet has worked with the Global Animal Partnership to ensure that Nature’s Fresh chicken and turkey is Animal Welfare Certified and raised cage-free without the use of antibiotics, added growth hormones, or animal by-products. In 2021, Freshpet purchased over 9.5 million pounds of poultry that was Animal Welfare Certified, helping support progressive farmers and improving the living standards of the flocks they raise. This commitment helped prevent an estimated of 5,043 pounds of antibiotics from entering the environment.

Nature’s Fresh is our first Scope 1, 2, and 3 carbon neutral brand. We achieved a carbon neutral footprint through emissions reductions and using carbon offsets for the remaining emissions that cannot be eliminated at this time. Offset partners for Nature’s Fresh were chosen for their ability to do more than just help us reduce our carbon footprint. These projects also support social welfare, bio-diversity and/or regenerative farming. Our commitment to eliminating our carbon footprint means that we will continue to strive to achieve carbon neutrality without offsets.

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Our goal is to make Freshpet the most sustainable pet food company in the world. Our commitment to nourishing Pets, People and Planet continues to expand with the following efforts undertaken since 2020:

OUR GOAL			PROGRESS
Expand our organizational focus and broader responsibility for sustainability initiatives			We maintained our long-term partnership with 3Degrees, a leading climate consultant. They helped us to calculate our 2020 and 2021 carbon footprint across Scope 1, 2 and 3 emissions and publicly report our CO2e emission and water usage data to the CDP. 2022 will be the second year we have publicly disclosed SASB aligned sustainability metrics in our annual sustainability report. This year’s report will also include our first public disclosure of our CO2e footprint across Scope 1, 2, and 3. In 2021, we appointed a Sustainability Lead reporting to the Founder and President to manage our sustainability efforts. In 2022, we established the Sustainability Leadership Team, a cross-functional group charged with identifying and implementing sustainability opportunities within the company.
Install new infrastructure that can help ensure the sustainability of the Company			Freshpet’s latest manufacturing facility in Ennis, TX was designed from the ground up to be our most efficient yet. It has been built with environmentally friendly construction techniques including low carbon footprint concrete, recycled steel, and on-site soil preparation. It will incorporate our latest engineering, including on-site solar power with a battery storage system and a wastewater treatment facility. Low water use and pollinator friendly landscaping is also part of the site plan. 2021 was the first full year for the on-site wastewater treatment and rainwater capture facilities in our Bethlehem, PA Kitchens, helping to conserve one of our most important natural resources. Freshpet significantly expanded the Company’s in-house R&D laboratories helping to support the creation of even more nutritious recipes and ensure future product quality and safety. A new pilot production line was installed that allows the testing of new recipes without having to start/stop the main production lines. This reduces downtime and material waste. Installed equipment to increase our use of ingredients supplied in large “supersacks” instead of small individual cases. This helped significantly reduce the total amount of packaging used in some of our dry ingredients.

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OUR GOAL			PROGRESS
Strengthen our efforts to care for our Pets and People stakeholders			This past year, the Company took a significant step towards strengthening compensation for its hourly production workers as part of a new labor strategy built upon the “Freshpet Academy.” This strategy re-focused the company on using increased compensation and a significant increase in training to create a more highly skilled workforce with low turnover and high productivity. The Company raised the starting wage by ~20% and increased the training resources and opportunities to enable our team members to achieve a further ~30% wage increase within their first 18 months upon the successful achievement of specific skill development milestones. Further, the Company instituted increased “ownership” rewards and recognition for highly skilled workers who achieve advanced levels within the Freshpet Academy. The results have been exceptional. The Freshpet Academy program has allowed us to attract talent with the aptitude to succeed in a manufacturing environment, resulted in a significant decrease in turnover while increasing retention and productivity. Coinciding with the publication of this year’s sustainability report, Freshpet will also be publishing our first formal Human Rights Policy. We strengthened our partnerships with the Pennsylvania SPCA and 4 Paws for Ability as we worked to help them achieve their vital missions. In 2021, we donated over 2 million meals to animal shelters and animal rescue organizations, bringing our Company’s total donations since our inception to over 12.4 million meals.
Continue to innovate to enhance the sustainability of our products			In July 2022, the Nature’s Fresh brand was fine tuned to be focused on sustainable sourcing from regenerative family farms in addition to introducing the use of certified humanely raised proteins. Recipes now include traceable and sustainable fish, organic turkey, and grass-fed beef. These changes reflect elevated consumer awareness around sustainability and allow us to be dedicated more than ever to advancing our goals of nourishing Pets, People and Planet. Based on strong consumer interest and feedback from existing Freshpet consumers, Q4 2021 saw the launch of Spring and Sprout, our first meatless dog food. This product is expected to bring in new consumers and offer a more sustainable environmental impact than a similar recipe made with meat.

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OUR GOAL			PROGRESS
Commit to achieving company-wide carbon neutrality			We partnered with 3Degrees to calculate Freshpet’s Scope 1, 2, and 3 CO2e emissions. This extensive analysis used the latest science based approach to estimate emissions of our Scope 3 value chain including ingredients, packaging, distribution, disposal, etc. These insights will help guide us toward emission reduction at the source in the future. We acknowledge the importance of mitigating the effects of climate change sooner rather than later. Our engineering, operations, and purchasing teams are working to reduce our emissions, but we realize these efforts take time. As an interim step, we committed to being carbon neutral company-wide across scopes 1 and 2 using carbon offsets starting calendar year 2021. We plan to be carbon neutral companywide across scopes 1, 2, and 3 by 2025 using a combination of source reduction and offsets. As our leading sustainability focused brand, Nature’s Fresh has been carbon neutral across Scopes 1, 2, and 3 since July 2020. 2022 saw the introduction of two new offset partners that expand the impact of our programs by helping increase social equity, water quality, bio-diversity, and other important sustainable development goals.
Expand our water conservation commitment			In 2020, we backed our belief in water conservation with major infrastructure investments via on-site wastewater treatment and rainwater capture facilities at our Kitchens in Bethlehem, PA. In 2021, we completed our first water footprint analysis and our first engagement with CDP, a recognized non-profit that works with companies to disclose their environmental and water impacts. Once opened, our new Kitchens 3.0 manufacturing facility in Ennis, Texas is planned to include on-site wastewater treatment and low water usage landscaping.

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In addition to the initiatives outlined above, we have added a strong corporate governance plan, centered with a diverse and independent board. Please see “—Freshpet’s Commitment to Good Corporate Governance: 2020 to 2025 Roadmap” for more information. We began sharing our current structure and long-term governance plan in 2020, and we plan to continue to highlight our progress and future plans.

Our sustainability report includes full details on all of Freshpet’s sustainability efforts.

COMMITMENT TO HUMAN CAPITAL MANAGEMENT

At Freshpet, our vision is to create a happier, healthier world where Pets, People and the Planet thrive. Our purpose, combined with a focus on delivering on our commitments, allows us to offer a differentiated value proposition to our employees – a place where you can do good and do well at the same time. We know that our people are our enduring advantage and we are obsessed in our mission to ensure that all people who touch Freshpet are better in some way. We strive to be the place where people love to work and we encourage everyone to grow, have fun and deliver on our vision. Our overall people strategy is designed to attract, develop and retain the best qualified employees to meet our business goals on an ongoing basis and to execute our growth strategy. We do this through practices that promote inclusion, provide development opportunities for employees across the organization and provide competitive rewards and benefits. We also believe that having an engaged, diverse and committed workforce not only enhances our culture but also drives our business success.

As of December 31, 2021, we employed 796 team members, an increase of approximately 34% from one year earlier. Our employees are primarily based in Freshpet’s three locations of Bethlehem, Pennsylvania, Secaucus, New Jersey and Ennis, Texas, with seven of our employees being based in Europe. None of our employees are represented by a labor union or covered by a collective bargaining agreement.

As of December 31, 2021, our workforce consisted of approximately 520 hourly production employees, 171 salaried and managerial employees in manufacturing and 105 salaried and managerial employees in other functions, such as Marketing, Finance, Sales, Consumer Care, and other support and distribution roles.

Employee Engagement

In 2020, Freshpet achieved an engagement score of 82% with a total participation rate of 70%. Our Net Promoter score was 8.3, which we believe demonstrates our employees’ positive perception about the future of Freshpet and strong belief in our vision.

At Freshpet, our programs are designed to reward and support employees through competitive pay, creative incentive programs and generous benefits. We strive to ensure that our benefit offerings meet the evolving needs of our diverse workforce across all of our locations. The surge in growth coupled with the COVID-19 pandemic put significant strain on our human resources in 2021. Labor shortages driven by factors relating to the pandemic forced us to rethink our approach to attracting and retaining the right talent in the business. In September of 2021, Freshpet rolled out a wage increase program that was closely tied to skills development and career progression. We wanted to ensure that our entry wages remained competitive, but also provided a clear path for career growth and progression. The program was designed to ensure that we build the right processing and packaging skills in our Freshpet Kitchens, whilst providing an accelerated path to higher wages and wealth creation through incremental stock grants. To further strengthen the employer value proposition, Freshpet also introduced changes to the benefits programs that took into consideration the changing needs of employees. Benefits have been adjusted to cater to the evolving needs of our employee base and address important topics such as paid time off and parental leave. These revised practices will continue to form part of our ongoing efforts to ensure a strong, engaged employee base.

Health and Safety

Along with our focus on business performance throughout the COVID-19 pandemic, we were determined to maintain our momentum in building our reputation as a company that puts its people first and leads by example. We prioritized the health and safety of our people, going to great lengths to support their physical and mental wellbeing. During the hardest weeks of the crisis, when many organizations were forced to downsize teams and close doors, not a single employee was laid off or furloughed due to the pandemic.

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The COVID-19 pandemic provided us with a defining moment to support and further develop and entrench our employee-centric culture. This showed up in our prioritization of the health, safety and welfare of our employees. Our comprehensive response to the COVID-19 pandemic included:

•	Adopting a COVID-19 screening and contact tracing process;

•	Establishing physical distancing procedures in our kitchens;

•	Modifying office workstations with physical dividers;

•	Implementing additional cleaning and disinfecting procedures;

•	Enabling work from home options for our corporate office employees in Secaucus, New Jersey; and

•	Suspending our absenteeism policy to encourage those who did not feel well to stay home.

As a result of the COVID pandemic, we have retained the services of bi-lingual on-site industrial nurses who work with our team on health-related issues. This has become a popular and heavily utilized resource for our team.

At our Freshpet Kitchens, the Company provides employees with extensive safety gear and protective clothing as well as a wide array of hot beverages and warm soups to help our team members stay warm in our refrigerated facilities.

The Freshpet team regularly monitors and evaluates injury rates, safety observances and near-misses, and takes proactive steps to ensure employee safety is paramount in all our planning.

Diversity and Inclusion

We believe that a diverse workforce is critical to our success, and our goal is to create a culture where we provide equal and fair opportunities for all of our employees. Our values are reflected in our diverse workforce, and we believe that our competitive advantage lies in our diversity of thought, creativity in solving systemic problems and strengthening our partnerships with pet-caring organizations and the communities in which we live.

Our workforce reflects the communities in which we operate. For example, as reported in our most recent annual report, our Manufacturing staff in the Freshpet Kitchens in Bethlehem, Pennsylvania and Ennis, Texas reflect a diverse mix of approximately 53% White, 32% Hispanic or Latino, 7% African American and 8% other ethnicities.

Across the whole organization our spread of diverse talent is reflected as follows: 57% White employees, 29% Hispanic or Latino employees, 7% African American employees and 8% other ethnicities.

The Company and the Board have made deliberate efforts to expand the diversity of our leadership and Board and to create an inclusive environment. Currently, of the nine non-executive members of the Board, three are female. One of the members of the Board is African American.

The Company’s senior leadership team consists of eight people, two of whom are female, with one person being African American. The Manufacturing organization is led by a Hispanic male.

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Board Diversity Matrix

Board Size:

Total Number of Directors

Gender

Female

Male

Non-Binary

Did not

Disclose Gender

Directors

Number of Directors who identify in Any of the Categories Below:

African American or Black

Alaskan Native or Native American

Asian (other than South Asian)

South Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White


	TABLE OF CONTENTS
The Meeting		1
General Information		2
Stockholder Engagement		6
Commitment to Good Corporate Governance		9
Directors, Executive Officers, and Corporate Governance		26
Executive Compensation		39
Compensation Committee Report		53
Executive Compensation Tables		54
Delinquent Section 16(a) Reports		62
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		64
Certain Relationships and Related Party Transactions		68
Audit Committee Report		70
Proposals		72
Other Matters		78
Appendix A: Amended and Restated Certificate of Incorporation		A-1

SEC Form DEF 14A filed by Freshpet Inc.