6-K 1 d192697d6k.htm 6-K

6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2016

Commission File Number: 001-37669

Nomad Foods Limited

(Translation of registrant’s name in English)

No. 5 New Square

Bedfont Lakes Business Park

Feltham, Middlesex TW14 8HA

+ (44) 208 918 3200

(Address of Principal Executive Offices)

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  x    Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Financial Results

On May 25, 2016, Nomad Foods Limited (the “Company”) issued a press release announcing its financial results for the three month period ended March 31, 2016 (“1Q 2016”). The Company also issued Condensed Consolidated Interim Financial Information for 1Q 2016 and certain supplemental historical pro forma, as adjusted, financial information. The Condensed Consolidated Interim Financial Information for 1Q 2016 attached as Exhibit 99.2 to this Report on Form 6-K is incorporated by reference into the registration statement on Form S-8 filed with the Securities and Exchange Commission on May 3, 2016 (File No. 333-211095).

The press release, interim financial information and supplemental financial information are furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to this Report on Form 6-K.

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/ Paul Kenyon
Name:		Paul Kenyon
Title:		Chief Financial Officer

Dated: May 26, 2016

Exhibit Index

Exhibit Number		Exhibit Title
99.1		Press Release issued by Nomad Foods Limited on May 25, 2016 relating to the Company’s financial results for the three months ended March 31, 2016.
99.2		Condensed Consolidated Interim Financial Information for the three months ended March 31, 2016 (unaudited).
99.3		Supplemental Pro Forma As Adjusted Financial Information.