SCHEDULE: Nomad Foods: Gottesman Ends Proxy Pact, Reshapes Ownership

Noam Gottesman has terminated an irrevocable proxy agreement, altering his beneficial ownership structure in Nomad Foods Ltd. and dissolving a reporting group.

Summary

• Noam Gottesman terminated the Amended and Restated Irrevocable Proxy Agreement, effective February 24, 2026.
• This termination means Gottesman no longer beneficially owns shares held by the TOMS Reporting Persons (Guy Weltsch, Alejandro San Miguel, Anup Patel, and Lavender Fiduciary Management Inc.).
• Gottesman and the TOMS Reporting Persons are no longer considered a "group" under Section 13(d) of the Exchange Act.
• As of February 24, 2026, Gottesman beneficially owns 10,080,101 Ordinary Shares, representing approximately 7.1% of Nomad Foods Ltd.'s outstanding shares.
• This 7.1% includes 3,371,541 shares held directly by Gottesman (2.4%) and 6,708,560 shares held indirectly by TOMS Capital Investments LLC (4.7%).
• TOMS Capital Investments LLC beneficially owns 6,708,560 Ordinary Shares, representing approximately 4.7% of outstanding shares.
• This filing also serves as an exit filing for TOMS Acquisition I LLC and the TOMS Reporting Persons.
• Ordinary Shares previously held directly by TOMS Acquisition I LLC were distributed to the TOMS Reporting Persons and other employees of TOMS Capital LLC for no consideration.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, as it clarifies the beneficial ownership structure and removes a complex proxy arrangement, potentially simplifying governance perceptions.

Positives

• Increased clarity in the beneficial ownership structure of Nomad Foods Ltd.
• The distribution of shares from TOMS Acquisition I LLC to employees for no consideration could be seen as a positive for those employees.

Negatives

• The dissolution of the voting group could potentially reduce the collective influence of the former group members on company matters.

Risks

• Potential for reduced coordinated shareholder influence on Nomad Foods Ltd. due to the dissolution of the voting group.
• Changes in significant shareholder holdings can sometimes lead to market speculation or shifts in investor perception regarding stability or strategic direction.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding the company's operational or financial performance, focusing instead on changes in beneficial ownership structure.

Management Comments

• "Reference is made to that certain Amended and Restated Irrevocable Proxy Agreement, by and between Guy Weltsch, Alejandro San Miguel, Anup Patel, Lavender Fiduciary Management Inc. and myself, effective as of December 31, 2020 (the Agreement)."
• "Notice is hereby given that the Agreement is terminated effective immediately and is of no further force or effect."

Industry Context

StockSavvy.ai notes that changes in significant shareholder groups, particularly those involving influential figures like Noam Gottesman, are closely watched by the market. While this filing primarily addresses a structural change in beneficial ownership rather than operational performance, it reflects an evolving landscape of shareholder influence within Nomad Foods Ltd. Such shifts can sometimes precede or follow broader strategic realignments, though none are explicitly stated here.

Corporate Governance

Related Party Transactions

• The distribution of Ordinary Shares from TOMS Acquisition I LLC to TOMS Reporting Persons and other employees of TOMS Capital for no consideration could be considered a related party transaction, as TOMS Capital is Gottesman's family office.

Stakeholder Impact

• Shareholders: Increased clarity on beneficial ownership structure. Potential shift in voting power dynamics due to the dissolution of the reporting group.
• Employees (TOMS Capital): Received Ordinary Shares from TOMS Acquisition I LLC for no consideration.

Key Dates

Recommendation

The filing primarily details a change in beneficial ownership structure and the dissolution of a voting group, rather than providing new information on the company's operational performance or strategic direction. While it clarifies ownership, it does not present a compelling reason for a 'buy' or 'sell' recommendation based solely on this disclosure. Investors should 'hold' and monitor future operational reports.

Keywords

Nomad Foods, Noam Gottesman, Schedule 13D, Beneficial Ownership, Proxy Agreement, TOMS Capital, Shareholder Group, Corporate Governance, SEC Filing, G6564A105