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6-K 1 nomad2025agmvotingresults.htm 6-K 2025 AGM VOTING RESULTS Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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For the month of July 2025
Commission File Number: 001-37669
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Nomad Foods Limited
(Translation of registrant’s name in English)

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Forge, 43 Church Street West
Woking
Surrey, United Kingdom, GU21 6HT
+ (44) 208 918 3200
(Address of Principal Executive Offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒    Form 40-F ☐



Submission of Matters to a Vote of Security Holders
On July 10, 2025, Nomad Foods Limited (the “Company”) held its 2025 annual meeting of shareholders (the “2025 Annual Meeting”). The proposals submitted to a shareholder vote at the 2025 Annual Meeting are described in detail in the Company’s Proxy Statement for the 2025 Annual Meeting, as furnished to the Securities and Exchange Commission (the “Commission”) on a Form 6-K on May 28, 2025 (the “Proxy Statement”). Shareholders present in person or by proxy represented 119,021,716 ordinary shares of the Company (or 78.02% of the outstanding ordinary shares of the Company as of May 13, 2025, the record date for the 2025 Annual Meeting).
At the 2025 Annual Meeting, the Company’s shareholders (i) elected the ten (10) directors specifically named in the Proxy Statement, each for a one-year term expiring at the Company’s 2026 annual meeting of shareholders and (ii) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year. The detailed voting results for each proposal are set forth below.
Proposal 1 - Election of Directors: The Company’s shareholders approved the election of the ten (10) directors specifically named in the Proxy Statement, each to serve until the Company’s 2026 annual meeting of shareholders or until his or her respective successor is duly elected and qualified. The final voting results with respect to the election of directors were as follows:

Nominee For Against Abstain % Cast FOR
Sir Martin Ellis Franklin, KGCN 109,668,745 9,327,246 25,725 92.14%
Noam Gottesman 115,660,636 3,335,377 25,703 97.18%
Ian G.H. Ashken 108,411,204 10,584,366 26,146 91.09%
Ruben Baldew 105,814,145 13,181,618 25,953 88.90%
Stéfan Descheemaeker 115,995,872 2,999,450 26,394 97.46%
James E. Lillie 115,144,055 3,851,729 25,932 96.74%
Stuart M. MacFarlane 117,365,288 1,629,920 26,508 98.61%
Victoria Parry 115,594,757 3,379,398 47,561 97.12%
Amit Pilowsky 117,731,691 1,263,717 26,308 98.92%
Melanie Stack 117,735,732 1,260,282 25,702 98.92%

Proposal 2 - Ratification of Auditors: The Company’s shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year as follows:
For Against Abstain % Cast FOR
116,045,554 2,803,095 173,067 97.50%

This report on Form 6-K is incorporated by reference into the registration statements on (i) Form S-8 filed with the Commission on May 3, 2016 (File No. 333-211095), (ii) Form F-3, initially filed with the Commission on March 30, 2017 and declared effective on May 2, 2017 (File No. 333-217044), (iii) Form F-3ASR filed with the Commission on March 1, 2023, which was automatically effective upon filing with the Commission (File No. 333-270190), and (iv) Form S-8 filed with the Commission on June 16, 2025 (File No. 333-288081) . 





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NOMAD FOODS LIMITED
By: /s/ Stéfan Descheemaeker
Name: Stéfan Descheemaeker
Title: Chief Executive Officer
Dated: July 15, 2025