Activist Jana sues Freshpet as proxy battle escalates (NASDAQ:FRPT)

Activist investor Jana Partners sued Freshpet (NASDAQ:FRPT) as its fight for four board seats escalates.

Jana, which has a 9.5% stake in Freshpet (FRPT), sued the pet food maker in the Court of Chancery of the State of Delaware, alleging that a recent move to reduce the number of directors up for election and accelerating the date of its annual meeting is a violation of Delaware law and a breach of the company’s fiduciary duties, according to a statement.

Jana also asked to file a motion to expedite the proceedings to resolve the issues ahead of the recently advanced deadline to nominate directors for consideration at the meeting.

“The Freshpet Board’s recent entrenchment actions constitute a clear breach of its fiduciary duties, leaving us with no choice but to seek expedited relief in Delaware Court so that a truly fair and democratic election of directors is allowed to proceed,” Jana Managing Partner Barry Rosenstein said in the statement.

Jana’s latest move comes after the activist nominated four directors for Freshpet’s board last Wednesday. In March, Jana said Freshpet (FRPT) required either a “significant” board change or, in the absence of a boardroom change, a sale of the company.

Freshpet (FRPT) responded last Wednesday that it has engaged “extensively” with Jana over the past nine months and that Jana’s “sole purpose is to force a sale of the company without consideration of all potential paths to value creation.”

Freshpet (FRPT) shares rose 3% on Thursday.

Last month Freshpet (FRPT) named Walter George the new independent chair of the board.

Freshpet (FRPT) is set to present at the Stifel 2023 Cross Sector Insight Conference on Tuesday.

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