Freshpet, Inc. (FRPT) Earnings Call Transcript & Summary
October 10, 2023
Earnings Call Speaker Segments
Operator
operatorGood morning. This webcast is being recorded. At this time, I'd like to turn the meeting over to the Freshpet team. Please go ahead.
William Cyr
executiveGood morning. For those of you I haven't had the pleasure of meeting yet, I'm Billy Cyr, Chief Executive Officer of Freshpet. On behalf of our company and our Board of Directors, I would like to welcome you to Freshpet's 2023 Annual Meeting of Stockholders. This year's Annual Meeting will be virtual only. Please take a moment to review the agenda and rules of conduct for this meeting posted on the portal. I would like to specifically point out that we will be strictly following the agenda and that all questions must come from properly logged-in shareholders submitting them in writing through the portal. Please be sure to include your e-mail address if you didn't do that as part of your registration. I will now turn the meeting over to Walt George, Freshpet's Chairman of the Board of Directors.
Walter George
executiveThanks, Billy. Ladies and gentlemen, the Annual Meeting of Stockholders of Freshpet will come to order. And I'd like to introduce Freshpet's current directors, Billy Cyr, Chief Executive Officer of Freshpet; Jackie Kelley; Craig Steeneck; Daryl Brewster; Leta Priest; Lawrence Coben; Olu Beck; David West; David Biegger; Joseph Scalzo; and Tim McLevish. Four of our directors, Mr. Cyr, Ms. Priest, Ms. Beck and Mr. West are up for reelection today. In addition, Tom Serluco and Asad Chaudry, partners with KPMG LLP, the company's independent registered public accounting firm, are online with us today and will be available to receive and answer questions that stockholders may have. Also joining us today is Mr. Michael Verrechia, from Morrow Sodali, Mr. Verrechia has been appointed to act as Inspector of Elections for this meeting. Written notice of this annual meeting was first mailed on September 8, 2023, to all stockholders of record at the close of business on August 18, 2023. All stockholders of record as of the close of business on that date are entitled to notice of and to vote at this meeting. Just a reminder that if you are a stockholder of record and wish to vote your shares directly as opposed to by proxy, you must do so on the portal after using your 11-digit control number that you received with your proxy card on your ballot to register. [Operator Instructions] Questions pertinent to meeting matters will be answered following the formal portion of this meeting, subject to time constraints. The company's tabulation agent, Corporate Election Services, has provided a certificate of mailing dated September 13, 2023, certifying that commencing on September 8, 2023, in Alleghany County, Pennsylvania, a notice of Internet availability of proxy materials or the proxy materials themselves were properly mailed to the company's stockholders of record as of the record date for this annual meeting. If there are no objections, the certificate of mailing will stand approved and the secretary will attach it to the minutes of this meeting. The Inspector of Elections will report as to proxies that have been received and the number of shares represented by proxy. Mike?
Michael Verrechia
attendeeMr. Chairman, I report that there are, represented at this meeting by stockholders voting by proxies that have been received in due and proper form, an aggregate of 45,650,390 shares of common stock out of a total of 48,219,008 shares of common stock outstanding on August 18, 2023. This constitutes approximately 94.7% of the shares outstanding and entitled to vote at this meeting.
Walter George
executiveHaving heard the report of the Inspector of Elections, I declare that a quorum is present and that this meeting may proceed to transact the business set forth in the notice of Annual Meeting of Stockholders. We will now proceed to the transaction of business. The polls are now open for voting. Each stockholder may vote the number of shares that he or she held of record on August 18, 2023. The first item of business is to elect Board Directors to the company's Board of Directors to serve until the second succeeding Annual Meeting of Stockholders after their reelection and until their respective successors are duly elected and qualified. The Board of Directors has nominated Mr. William B. Cyr, Ms. Leta D. Priest, Ms. Olu Beck and Mr. David J. West to be reelected as Directors of Freshpet Inc. As no other persons were nominated in accordance with the company's governing documents, we will not be considering any other nominations at this meeting. Second item of business is to ratify the selection of KPMG LLP as the independent registered public accounting firm for the company for the year ending December 31, 2023. The third item of business is to approve, by advisory vote, the compensation of named executives. I will now turn the floor over to Billy for questions on these items.
William Cyr
executiveThank you, Walt. If you have any questions, we are happy to take them at this time. Out of consideration for others, please limit yourself to 1 question. At this point, there are no questions, so I'll now turn the meeting back to Walt George.
Walter George
executiveThanks, Billy. As no other business was properly brought before the annual meeting, no other business will be voted on at today's meeting. We will now close the polls for voting. The Inspector of Elections is now prepared to report on the preliminary results of the election of directors. Mike?
Michael Verrechia
attendeeI have tabulated the votes cast on the election of directors and report that Olu Beck received 48,894,895 affirmative votes or 98.15% of the shares present or represented by proxy and entitled to vote on the proposal. William Cyr received 42,279,115 affirmative votes or 99.05% of the shares present or represented by proxy and entitled to vote on the proposal. Leta Priest received 38,893,595 affirmative boats or 91.2% of the shares present or represented by proxy and entitled to vote on the proposal. David West received 42,300,650 affirmative votes or 99.1% of the shares present or represented by proxy and entitled to vote on the proposal.
Walter George
executiveThanks, Mike. I declare that each of the previously mentioned director nominees has been duly elected as a Director of Freshpet to serve until the second succeeding Annual Meeting of Stockholders and until their successor has been duly elected and qualified.
Michael Verrechia
attendeeI have tabulated the votes cast on the proposal to ratify the selection of KPMG LLP as independent registered public accounting firm of the company for 2023. The proposal received the affirmative vote of 45,430,704 shares or 99.52% of the shares present or represented by proxy and entitled to vote on the proposal.
Walter George
executiveI declare that the proposal to ratify the selection of KPMG LLP as the company's independent registered public accounting firm for the year ended December 31, 2023, has been approved. Mike?
Michael Verrechia
attendeeI have tabulated the votes cast on the proposal to approve the compensation of named executives. The proposal received the affirmative vote of 41,144,310 shares or 96.9% of the shares present or represented by proxy and entitled to vote on the proposal.
Walter George
executiveI declare that the proposal to approve the compensation of named executives on an advisory basis has been approved. Now before adjourning the meeting, I would like to tell you that Freshpet is committed to continuing the growth and progress we have made, and we thank you for your continued support. Final voting results will be reported on a Form 8-K to be filed with the SEC within 4 business days. The meeting is now adjourned.
Operator
operatorThis concludes today's meeting. You may now disconnect.
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