(Bloomberg) -- Freshpet Inc. is delaying its annual shareholder meeting to October after activist investor Jana Partners sued the company’s directors for allegedly breaching their fiduciary duty by scheduling it earlier than usual.
The company expects to have an additional candidate stand for election in the postponed meeting, alongside three incumbent directors, it said in a statement on Tuesday.
Jana Partners’ lawsuit filed last week claimed that the acceleration of Freshpet’s annual meeting date to July 25, from the usual autumn timing, was a move designed to diminish the influence shareholders could exert on the board.
The activist investor also asked the judge for an order allowing it to nominate four directors.
The retirement of Freshpet board chair Charles Norris and appointment of Dave Biegger, the former Conagra Brands Inc. chief supply chain officer, triggered a reallocation of the number of seats between classes of the staggered board. That essentially delaying the election of one seat to 2024.
“Jana’s litigation about the timing of the meeting and the placement of the directors in the appropriate classes has made holding the 2023 annual meeting in July unfeasible,” the pet food maker said in Tuesday’s statement.
Biegger, who was appointed last month with Jana Partners’ blessing, will stand for election in 2024, Freshpet added.
Jana Partners, which owns close to 10% of FreshPet’s shares alongside its affiliates, has been seeking to nominate four directors to the pet food maker’s board. It had said in March that a “significant board change” is required at FreshPet.
©2023 Bloomberg L.P.