National Vision Holdings, Inc.
For the period ended Jun 18, 2025. Filed Apr 29, 2025.
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Jun 18, 2025 · Filed Apr 29, 2025
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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 |
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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 |
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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):
| ☒ | 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 |
National Vision Holdings, Inc.
2025 Proxy Statement and
Notice of Annual Meeting of Stockholders
Wednesday, June 18, 2025
1:00 p.m. Eastern Time
LETTER TO STOCKHOLDERS
Dear Fellow Stockholders:
Year in Review
2024 was a pivotal year for National Vision as we undertook aggressive actions to accelerate our transformation, including bringing in new leaders and implementing strategic initiatives that delivered a strong finish to the year. We ended the year with our eighth consecutive quarter of positive adjusted comparable store sales as enhanced selling methods and targeted pricing actions supported increases in average ticket and customer engagement. Over the past two years, we have made great strides in improving our operational foundation.
| • | We enhanced exam capacity through more flexible schedules that improved both recruitment and retention. |
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| • | We developed and expanded remote optometry, whereby Optometrists from home perform exams on patients in our stores (now enabled in 730+ locations). |
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| • | We launched a Hybrid Remote pilot to optimize doctor availability. |
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| • | We invested in new technology, including a new Finance ERP and an Adobe CRM platform set to launch in 2025. |
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| • | We completed a store fleet review to drive profitability and long-term growth. |
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We are excited about the opportunities ahead and we are confident in our path forward. As we move into 2025, we are focused on executing and delivering on our transformation strategy, which we believe will position us to expand our customer base, enhance profitability, and create long-term value for shareholders.
CEO Succession Plan
We are excited to share our recent news that our Board of Directors has approved a succession plan, under which, effective August 1, 2025, Alex Wilkes will succeed Reade Fahs as the Company’s next Chief Executive Officer and will be appointed to the Company’s Board of Directors. In addition, Reade Fahs will assume the role of Executive Chairman, with Randy Peeler assuming the role of Lead Independent Director.
Mr. Wilkes was appointed President of National Vision in August 2024, and the fresh approaches and strong execution that he and the new leadership team have brought in this time demonstrate the value they will bring for years to come. As Executive Chairman, Reade will work closely with Alex to ensure a smooth and orderly transition and will remain active in the Company and with the executive management team.
This announcement represents the culmination of the Board’s long-term leadership succession strategy, and we have the utmost confidence that Mr. Wilkes’ proven track record, strategic mindset and passion for our mission make him the ideal leader for this next phase of growth.
Our 2025 Annual Meeting
We are pleased to invite you to attend the National Vision Holdings, Inc. 2025 Annual Meeting of Stockholders on Wednesday, June 18, 2025, 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.
| 2025 Proxy Statement | i |
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LETTER TO STOCKHOLDERS
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 PeelerChairman of the Board of Directors | L. Reade Fahs Chief Executive Officer |
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April 29, 2025
| ii | 2025 Proxy Statement |
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Notice of Annual Meeting of Stockholders
| Date & Time | Wednesday, June 18, 2025, at 1:00 p.m. Eastern Time | |
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| Place | The Westin Atlanta Gwinnett6450 Sugarloaf Parkway Duluth, Georgia 30097 | |
| Items of Business | 1. | Election of the ten director nominees listed in this proxy statement. |
| 2. | Advisory vote to approve the compensation of our named executive officers (“Say-on-Pay”). | |
| 3. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. | |
| 4. | To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. | |
| Record Date | Stockholders of record of our common stock at the close of business on April 14, 2025, may vote at the Annual Meeting. | |
| How to Vote | You may vote your shares prior to June 18, 2025, 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
Chief Legal & Strategy Officer, Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Wednesday, June 18, 2025: This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 28, 2024, are available free of charge at www.proxyvote.com. We made this proxy statement available to stockholders beginning on April 29, 2025.
| 2025 Proxy Statement | iii |
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