Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 2023

Commission File Number: 001-37669

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Nomad Foods Limited

(Translation of registrant’s name in English)

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No. 1 New Square

Bedfont Lakes Business Park

Feltham, Middlesex TW14 8HA

+ (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 ☐

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Submission of Matters to a Vote of Security Holders.

On July 6, 2023, Nomad Foods Limited (the “Company”) held its 2023 annual meeting of shareholders (the “2023 Annual Meeting”). The proposals submitted to a shareholder vote at the 2023 Annual Meeting are described in detail in the Company’s Proxy Statement for the 2023 Annual Meeting, as furnished to the Securities and Exchange Commission (the “Commission”) on a Form 6-K on May 26, 2023 (the “Proxy Statement”). Shareholders present in person or by proxy represented 148,360,352 ordinary shares of the Company (or 85.04% of the outstanding ordinary shares of the Company as of May 8, 2023, the record date for the 2023 Annual Meeting).

At the 2023 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 2024 annual meeting of shareholders and (ii) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2023 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 2024 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			133,150,809			14,920,810			116,893			89.74
Noam Gottesman			143,090,229			5,074,454			23,829			96.44
Ian G.H. Ashken			133,867,551			14,297,200			23,761			90.23
Stéfan Descheemaeker			144,862,810			3,295,757			29,945			97.64
James E. Lillie			142,572,095			5,592,656			23,761			96.09
Stuart M. MacFarlane			145,783,582			1,438,765			966,165			98.26
Victoria Parry			136,438,516			11,726,586			23,410			91.96
Amit Pilowsky			145,877,575			2,286,895			24,042			98.32
Melanie Stack			147,508,637			656,467			23,408			99.42
Samy Zekhout			137,151,874			11,006,584			30,054			92.44

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 2023 fiscal year as follows:

For									Against									Abstain						% Cast FOR
144,092,656						4,148,253												119,443						97.12

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), and (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). 

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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 7, 2023

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