National Vision Holdings Inc

For the period ended Jun 12, 2024. Filed Apr 25, 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.

Jun 12, 2024 · Filed Apr 25, 2024

EYE$17.90+0.3%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:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

NATIONAL VISION HOLDINGS, 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 all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

National Vision Holdings, Inc.

2024 Proxy Statement and

Notice of Annual Meeting of Stockholders

Wednesday, June 12, 2024

1:00 p.m. Eastern Time

LETTER TO STOCKHOLDERS

Dear Fellow Stockholders:

Year in Review

2023 was a year in which we began to transform our business to better compete in today’s marketplace and we finished the year quite strong with results above our expectations for the year. These results reflect the strength of America’s Best and a noteworthy improvement in Eyeglass World further supported by crisp execution from our teams and successful marketing campaigns at the end of the year. When we started the year, we set out to enhance the foundation for ongoing profitable growth and have made great progress.

We opened 70 new stores in 2023, continuing to capitalize on white space opportunities as store openings remain an important part of our strategic growth initiatives.

We delivered improved retention of Optometrists and record Optometrist recruitment, with over 10% of all Optometric graduates from the entire class of 2023 joining our network in 2023.

We expanded our remote care offering into over 200 additional America’s Best locations, and as of year-end we had nearly 550 America’s Best locations remote enabled.

We continued our store digitization efforts aimed at improving efficiency and productivity. The roll out of Electronic Health Records, or EHR, in America’s Best locations continues to advance and in our corporate office we began the first phase implementation of the back-office ERP project to upgrade our financial systems.

We made progress in our objective to leverage omni-channel capabilities by continuing to test and progress programs that attract consumers across omni-channel offerings.

We took actions to adapt our business and cost structure as we enter 2024 and embark on the first chapter of our post-Walmart era.

Finally, we have continued to implement strategic initiatives to build upon our mission of providing affordable and accessible eyecare and eyewear to all Americans and are very proud that our philanthropic efforts helped 1.4 million people around the world to see better.

We are grateful to our team’s dedication and focus on driving our initiatives to date and believe we remain well positioned to deliver our objectives including driving value for our shareholders.

Our 2024 Annual Meeting

We are pleased to invite you to attend the National Vision Holdings, Inc. 2024 Annual Meeting of Stockholders on Wednesday, June 12, 2024, at 1:00 p.m. Eastern Time. Detailed information concerning the Annual Meeting is set forth in this proxy statement.

Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, your vote is important to us, and it is important that your shares be represented and voted during the meeting. We encourage you to review the proxy materials and submit your vote today.

On behalf of the Board of Directors and everyone at National Vision, we are grateful for your continued support. Thank you for being a stockholder of National Vision Holdings, Inc.

Sincerely,


	D. Randolph Peeler Chairman of the Board of Directors			L. Reade Fahs Chief Executive Officer

April 25, 2024

2024 Proxy Statement i

Notice of Annual Meeting of Stockholders

	Date & Time			Wednesday, June 12, 2024, at 1:00 p.m. Eastern Time
	Place			National Vision Headquarters 2435 Commerce Avenue Building 2200 Duluth, Georgia 30096
	Items of Business			1. Election of the eight director nominees listed in this proxy statement.
				2. Advisory vote to approve the compensation of our named executive officers (“Say-on-Pay”).
				3. Advisory vote on the frequency of future Say-on-Pay votes.
				4. Approval of amendment and restatement of the 2017 Omnibus Incentive Plan.
				5. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024.
				6. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
	Record Date			Stockholders of record at the close of business on April 15, 2024, may vote at the Annual Meeting.
	How to Vote			You may vote your shares prior to June 12, 2024, on the Internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote in person at the Annual Meeting.

By Order of the Board of Directors,

Jared Brandman

Senior Vice President, General Counsel and Secretary

April 25, 2024

		Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Wednesday, June 12, 2024:
		This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, are available free of charge at www.edocumentview.com/EYE.
		We made this proxy statement available to stockholders beginning on April 25, 2024.

ii 2024 Proxy Statement

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