Proxy Results Form 8 K

At the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Freshpet, Inc. (the "Company") held on October 1, 2024 (the "Effective Date") the Company's stockholders approved the Freshpet, Inc. 2024 Equity Incentive Plan (the "2024 Equity Plan"). The full text of the 2024 Equity Plan as approved by the stockholders was filed asAppendix B to the definitive proxy statementfiled by the Company with the Securities and Exchange Commission (the "SEC") on August 22, 2024 (the "Proxy Statement").

The terms of the 2024 Equity Plan replace the terms of the Freshpet, Inc. Second Amended and Restated 2014 Omnibus Incentive Plan, as amended (the "Prior Plan"), and awards made under the 2024 Equity Plan will be made consistent with the terms of such plan. No additional grants will be made under the Prior Plan on or after the Effective Date. In addition, as of the Effective Date, the shares of the Company's common stock, par value $0.001 per share ("Common Stock") underlying the Prior Plan are longer available for grant, are not newly available under the 2024 Equity Plan and will be retired. Outstanding grants under the Prior Plan will continue to be in effect according to their terms.

The 2024 Equity Plan is a long-term incentive plan, pursuant to which awards may be granted to employees, non-employee directors, and consultants of the Company or its subsidiaries, including stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, stock awards, stock units, and other stock-based awards. As of the Effective Date, the 2024 Equity Plan is the only plan under which new equity awards may be granted to the Company's employees and other service providers.

Subject to adjustment as described therein, the 2024 Equity Plan authorizes the issuance or transfer of up to 1,450,000 shares of Common Stock. As of the Effective Date, Common Stock underlying any outstanding award granted under the Prior Plan that expires, or is terminated, surrendered, cancelled, exchanged, or forfeited for any reason without issuance of such shares will be available for new grants under the 2024 Equity Plan. The 2024 Equity Plan also includes the following features: (i) no "evergreen" provision, meaning that the share reserve may not be increased without further stockholder approval; (ii) a cap on the maximum aggregate grant date value of Common Stock granted to any non-employee director in a calendar year, together with cash fees earned by such non-employee director during the year, that cannot exceed $750,000 in total value, subject to adjustment; (iii) provisions for eligibility, vesting and minimum vesting requirements; (iv) customary equitable adjustment provisions that the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board") may undertake to adjust for certain corporate transactions, extraordinary events or to avoid dilution; (v) change of control provisions; and (vi) certain other features as described in the 2024 Equity Plan.

Because future grants of awards under the 2024 Equity Plan are subject to the discretion of the Board or Committee, the amount and terms of future awards to particular participants or groups of participants are not determinable at this time.

This summary of the 2024 Equity Plan does not purport to be complete and is subject to, and qualified in its entirety, by reference to the full text of the 2024 Equity Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.