Sprouts Farmers Market Inc

For the period ended Apr 5, 2024. Filed Apr 5, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 5, 2024 · Filed Apr 5, 2024

SFM$49.10-4.8%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material pursuant to §240.14a-12

Sprouts Farmers Market, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 5, 2024

Dear Sprouts Stockholders: You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Sprouts Farmers Market, Inc., which will be held via webcast at www.virtualshareholdermeeting.com/SFM2024, on Wednesday, May 22, 2024 at 8:00 a.m., Pacific time. Proxy VotingAt the Annual Meeting, we will ask you to elect three members of our board of directors; vote on a non-binding advisory resolution to approve the compensation paid to our named executive officers for fiscal 2023 (commonly referred to as “say-on-pay”); and ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2024 fiscal year. Proxy Materials and Availability

We have elected to provide access to proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules to reduce the environmental impact and cost of our Annual Meeting. However, if you prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability.

How to Vote

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail, in accordance with the instructions included in the proxy statement.

On behalf of our board of directors, we would like to thank you for your continued interest and investment in Sprouts Farmers Market.

Sincerely,

Jack SinclairDirector and Chief Executive Officer

SPROUTS FARMERS MARKET, INC.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Time and Date:	Wednesday, May 22, 2024 at 8:00 a.m. Pacific time.

Place:	Via webcast at www.virtualshareholdermeeting.com/SFM2024

Items of Business:	(1)To elect three Class II directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified;
	(2)To vote on a non-binding advisory resolution to approve the compensation paid to our named executive officers for fiscal 2023 (“say-on-pay”);
	(3)To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2024; and
	(4)To consider such other business as may properly come before the meeting or any adjournment or postponement thereof.

Adjournments and Postponements:	Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date:	Holders of record of our common stock as of the close of business on March 25, 2024 are entitled to notice of, and to vote at, the Annual Meeting.

Voting:

Your vote is very important. To ensure your representation at the Annual Meeting, we urge you to vote by proxy as promptly as possible over the Internet or by phone as instructed in the Notice of Internet Availability of Proxy Materials or, if you receive paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. All stockholders as of the record date are invited to attend the Annual Meeting. You may vote at the Annual Meeting even if you have previously returned a proxy.

By Order of the Board of Directors,

Brandon F. Lombardi

Chief Legal Officer and Corporate Secretary

This notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or about April 5, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 22, 2024. This proxy statement and our 2023 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.proxyvote.com and at investors.sprouts.com.

TABLE OF CONTENTS

Identifying and Evaluating Director
Proxy Statement Summary	1		Section Five – Executive CompensationGovernance	43
Business Summary	2		Compensation Committee Report	46
			Compensation Committee Interlocks andInsider Participation	46
Our Growth Strategy	3
			Summary Compensation Table	47
Environmental, Social and Governance	4		Grant of Plan-Based Awards	48
Highlights		Outstanding Equity Awards at Fiscal	49
General Information	6		Year-End
	Option Exercises and Stock Vested	51
Corporate Governance	11		Employment Agreements	51
			Potential Payments Upon Termination or	51
Our Board	11		Change in Control
Board Diversity	15		Pension Benefits and Nonqualified Deferred	54
Board Structure	16		Compensation
Board Leadership Structure	17		Team Member Benefit and Stock Plans	54
The Board’s Risk Oversight Role	17		CEO Pay Ratio	55
Board Participation	18		Pay vs Performance	56
Board Committees	18
Board Evaluations	21		Equity Compensation Plan Information	59
Candidates	21		Report of the Audit Committee	60
Availability of Corporate Governance
Information	22		Proposal 2: Advisory Vote on Executive
Communications with our Board of			Compensation (“Say-on-Pay”)	61
Directors	22
Proxy Access	23		Proposal 3: Ratification of Appointment of
Independent Registered Public Firm
Proposal 1: Election of Directors	24		Accounting Firm	63
Director Compensation	25		Security Ownership of Certain Beneficial
			Owners and Management	64
Executive Officers	27
Executive Compensation	30		Certain Relationships and Related Party Transactions	67
Compensation Discussion and Analysis	30		Delinquent Section 16(a) Reports	68
Section One – Overview and Executive
Summary	31		Deadline for Receipt of Stockholder
Section Two – Elements of our Compensation			Proposals	68
Program	34
Section Three – How Executive Pay is Established	38		Director Nominations for Inclusion in our 2025 Proxy Materials (Proxy Access)	68
Section Four – 2023 Named Executive Officer Pay Actions	42		Other Matters	68
Appendix A · A-1

This proxy statement contains forward-looking statements regarding Sprouts Farmers Market, Inc.’s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in the company filings with the Securities and Exchange Commission, including the Risk Factors section of Sprouts Farmers Market, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We assume no obligation to update any of these forward-looking statements.

Proxy Statement Summary

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.