National Vision Holdings, Inc.
For the period ended Jun 17, 2026. Filed May 4, 2026.
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Jun 17, 2026 · Filed May 4, 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 |
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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. |
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| ☐ | 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 |
Proxy Statement
Notice of 2026 Annual
Meeting of Stockholders
Wednesday, June 17, 2026
1:00 p.m. Eastern Time
LETTER TO STOCKHOLDERS
Dear Fellow Stockholders:
Year in Review
2025 was a pivotal year for National Vision, in which we laid out a bold transformation strategy to modernize every aspect of our business and position National Vision for sustainable, profitable growth. Our teams executed with urgency and discipline, delivering strong mid-single-digit comparable store sales growth, meaningful operating margin expansion, and solid earnings growth, all while investing to strengthen our long-term competitive position. We held our first Investor Day in the fall, where we outlined our strategic plan, beginning with a transformation focused on four key growth vectors.
| • | We are focused on closing gaps where we have been underpenetrated relative to our category, expanding our reach with higher-value customer segments while maintaining our position as a leading destination for value. |
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| • | We are evolving our product offerings, continuing to close the gap where we are underdeveloped, and giving our customers more of what they want. |
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| • | We are investing to enhance the customer and patient experience while driving disciplined new store growth. |
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| • | Finally, we are committed to an unwavering focus on operating margin expansion. |
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In 2025, we delivered measurable results against each of these priorities.
| • | Using data-driven insights, we expanded our reach to more profitable customer cohorts, including customers who use managed vision care insurance, those who wear progressive lenses, and customers who bring in outside prescriptions, driving healthier traffic, higher average ticket, and improved profitability. |
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| • | We shifted from a primarily promotional posture to a more strategic, branded approach, launching a refreshed identity and national campaign designed to expand our reach with higher-value customers while remaining true to our mission of accessible eye care. |
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| • | We transformed our merchandising approach to better serve customers seeking premium products, without compromising our value proposition – introducing new branded assortments and continuing to modernize our offerings across frames, lenses, and contact lenses. |
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| • | We rolled out a more consultative selling model supported by enhanced associate training, refreshed store environments and new digital tools, contributing to stronger comparable sales. |
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| • | We delivered these improvements with strong capital discipline while continuing to expand and refine our remote and hybrid exam capabilities, providing greater flexibility across our doctor network while maintaining high standards of care. |
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As we move into 2026, we are confident that the progress made in 2025 positions us well to continue closing gaps versus the category and delivering sustainable, long-term value.
| 2026 Proxy Statement | i |
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LETTER TO STOCKHOLDERS
Our 2026 Annual Meeting
We are pleased to invite you to attend the National Vision Holdings, Inc. 2026 Annual Meeting of Stockholders on Wednesday, June 17, 2026, 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,
| L. Reade FahsExecutive Chairman | Alex Wilkes Chief Executive Officer | D. Randolph PeelerLead Independent Director |
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May 4, 2026
| ii | 2026 Proxy Statement |
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Notice of Annual Meeting of Stockholders
| Date & Time | Wednesday, June 17, 2026, at 1:00 p.m. Eastern Time | |
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| Place | Greater North Fulton Chamber of Commerce1000 Avalon Boulevard, Suite 100Alpharetta, Georgia 30009 | |
| Items of Business | 1. | Election of the eleven 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 2026. | |
| 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 20, 2026, may vote at the Annual Meeting. | |
| How to Vote | You may vote your shares prior to June 17, 2026, 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 17, 2026: This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 3, 2026, are available free of charge at www.proxyvote.com. We made this proxy statement available to stockholders beginning on May 4, 2026.
| 2026 Proxy Statement | iii |
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Table of Contents
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