Skip to main content

Sprouts Farmers Market Inc

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

View on SEC.gov

About this filing

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
See the whole filing, with its images and exhibits
Contents

Appendix A

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

This proxy statement contains certain non-GAAP financial measures, including Adjusted EBIT and adjusted diluted earnings per share, in discussing our company’s financial performance, as well as Plan EBIT, that was used as a performance target in certain of our performance-based compensation items during fiscal 2023 and prior fiscal years as disclosed in "Pay vs. Performance." These measures are not calculated in accordance with accounting principles generally accepted in the United States of America (referred to as “GAAP”).

We define Adjusted EBIT as net income before interest expense and provision for income tax, excluding certain special items we do not consider representative of our ongoing financial performance. Plan EBIT may contain further adjustments, as determined by our compensation committee. We define adjusted diluted earnings per share by adjusting the applicable GAAP measure to remove the impact of special items.

We believe the presentation of Adjusted EBIT and adjusted diluted earnings per share aids in the understanding of our business performance, but is not intended to be an alternative to GAAP measures. For the fiscal year ended December 31, 2023, there were no further adjustments used by our compensation committee to determine Plan EBIT for purposes of certain of our performance-based compensation items; thus only Adjusted EBIT is presented below.

These non-GAAP measures are intended to provide additional information only and do not have any standard meaning prescribed by GAAP. Use of these terms below may differ from similar measures reported by other companies. Because of their limitations, these non-GAAP measures should not be considered as measures of discretionary cash available to use to reinvest in growth of our business, or as measures of cash that will be available to meet our obligations. These non-GAAP measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

The following table shows a reconciliation of EBIT to net income and adjusted diluted earnings per share to diluted earnings per share for the fiscal years ended December 31, 2023, January 1, 2023, January 2, 2022 and January 3, 2021:

Sprouts Farmers Market | A-1 |Proxy Statement 2024

Appendix A

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NON-GAAP MEASURE RECONCILIATION

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Fifty-twoWeeks EndedDecember 31,2023Fifty-twoWeeks EndedJanuary 1,2023Fifty-twoWeeks EndedJanuary 2,2022Fifty-threeWeeks EndedJanuary 3,2021
Net income$258,856$261,164$244,157$287,450
Income tax provision84,88488,14978,23589,428
Interest expense, net6,4919,04711,68414,787
Earnings before interest and taxes (EBIT)350,231358,360334,076391,665
Special items (1), (2)46,034——8,835
Adjusted EBIT396,265358,360334,076400,500
Net income$258,856$261,164$244,157$287,450
Special items, net of tax (1), (2)34,272——6,565
Adjusted net income$293,128$261,164$244,157$294,015
Diluted earnings per share$2.50$2.39$2.10$2.43
Adjusted diluted earnings per share$2.84$2.39$2.10$2.49
Diluted weighted average shares outstanding103,390109,139116,077118,224

(1) For the fifty-two weeks ended December 31, 2023, special items included approximately $28 million in Store Closure and other costs, net primarily related to impairment charges and $6 million in Depreciation and amortization (exclusive of depreciation in cost of sales) for accelerated depreciation in connection with store closures, $9 million in Selling, general and administrative expenses related to store closures, our supply chain transition and acquisition related costs, and $3 million in Cost of sales related to store closures and our supply chain transition. After-tax impact included the tax benefit on the pre-tax charge.

(2) For the fifty-two weeks ended January 3, 2021, special items included professional fees related to strategic initiatives. After-tax impact includes the tax benefit on the pre-tax charge.

Sprouts Farmers Market | A-2 |Proxy Statement 2024

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date SCAN TO VIEW MATERIALS & VOTE To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. ☐☐☐☐☐☐ For Withhold For All All All Except The Board of Directors recommends you vote FOR the following Class II director nominees: 1. Election of Directors Nominees 01) Hari K. Avula 02) Joseph Fortunato 03) Joseph D. O'Leary SPROUTS FARMERS MARKET, INC. 5455 EAST HIGH STREET, SUITE 111 PHOENIX, AZ 85054 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 21, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/SFM2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 21, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 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. NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 0000636319_2 R1.0.0.6

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report and Notice and Proxy Statement are available at www.proxyvote.com SPROUTS FARMERS MARKET, INC. Annual Meeting of Stockholders May 22, 2024, 8:00 AM Pacific Time This proxy is solicited on behalf of the Board of Directors The undersigned stockholder of SPROUTS FARMERS MARKET, INC., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 5, 2024, and hereby appoints Curtis Valentine and Brandon F. Lombardi and each of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2024 Annual Meeting of Stockholders of SPROUTS FARMERS MARKET, INC., to be held on Wednesday, May 22, 2024, at 8:00 AM Pacific Time, via webcast at www.virtualshareholdermeeting.com/SFM2024, and at any adjournment or postponement thereof, and to vote all shares of common stock of SPROUTS FARMERS MARKET, INC. held of record by the undersigned at the close of business on March 25, 2024 as hereinafter specified upon the proposals set forth on the reverse side of this proxy card. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE THREE CLASS II DIRECTOR NOMINEES (PROPOSAL 1), "FOR" PROPOSAL 2, "FOR" PROPOSAL 3, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING. THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, "FOR" THE ELECTION OF THE THREE CLASS II DIRECTOR NOMINEES (PROPOSAL 1), "FOR" PROPOSAL 2, "FOR" PROPOSAL 3, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING. A majority of such proxies or substitutes as shall be present and shall act at said meeting or any adjournment or postponements thereof (or if only one shall be present and act, then that one) shall have and may exercise all of the powers of said proxies hereunder. Continued and to be signed on reverse side 0000636319_1 R1.0.0.6

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.