Vital Farms Inc

DEF 14A 1 d717050ddef14a.htm DEF 14A

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:

Vital Farms, 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):

MESSAGE FROM THE EXECUTIVE CHAIRPERSON OF THE BOARD OF DIRECTORS

Dear Fellow Stockholders,

Our annual meeting of stockholders is an important marker every year for Vital Farms. It’s a moment to reflect on how we’re delivering on the commitments we’ve made to stakeholders and backing up our mission to bring ethical food to the table.

Vital Farms had a remarkable year in 2023. For over 16 years, we have methodically built this business with a long-term view by working with all of our stakeholders toward sustainable, positive outcomes. That approach is paying off through the scale we’ve achieved in our business, the deep relationships that we have across our stakeholder community and a strong foundation that we continue to invest in.

Vital Farms’ President and Chief Executive Officer, Russell Diez-Canseco, continues to champion this long-term approach to running the business while raising the standards. He has kept our company anchored in its purpose – to improve the lives of people, animals and the planet through food. Last year, Russell and Vital Farms’ leadership team laid out a vision to grow the company to $1 billion in net revenue by 2027. I have complete confidence in Russell and the team’s ability to lead Vital Farms to that important milestone and beyond.

As we look ahead to our 2024 Annual Meeting of Stockholders, I want to highlight two achievements that reinforce the Board’s confidence in our continued growth and commitment to purpose:

company, we’ve achieved – and in many cases beaten – every major financial target we’ve set. We believe that we’re well positioned to continue this track record in the coming years. Our 2023 performance shows us that we have the right foundation to continue driving profitable growth through a disciplined approach to capital resource allocation, operational excellence and adherence to our stakeholder model.

As the founder, you’d think I would be pleased with the way our combined crew continues to build the company and the results we’ve achieved to date... and you’d be right. But I also view Vital Farms as a startup, even today. We have so much more to do, and we have the resources and determination to do it.

We look forward to continuing to work with you all in our ongoing purpose, to improve the lives of people, animals and the planet through food.

MESSAGE FROM THE PRESIDENT

AND CHIEF EXECUTIVE OFFICER

Dear Fellow Stockholders,

We’re pleased to share our annual proxy statement and extend an invitation to the 2024 Annual Meeting of Stockholders of Vital Farms, Inc.

Our 2024 Annual Meeting of Stockholders (“Annual Meeting”) will be held on Wednesday, June 12, 2024, at 9:00 a.m., Central time. To provide an easily accessible experience for our stockholders, we will continue to utilize a virtual format for our 2024 Annual Meeting, which will be conducted solely online. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person.

You will be able to attend the Annual Meeting, submit questions in advance of the meeting and vote your shares during the meeting by visiting www.proxydocs.com/VITL. To participate in the Annual Meeting, you will need to register to attend the meeting by 5:00 p.m., Central time, on June 11, 2024, using the control number located on the Notice of Internet Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders, your proxy card or voting instruction form. Additional details regarding access to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement.

We have elected to provide access to our proxy materials over the internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy statement and our 2023 Annual Report on Form 10-K. The notice contains instructions on how to access those documents over the internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2023 Annual Report on Form 10-K and a form of proxy card or voting instruction form. We believe that providing our proxy materials over the internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, by telephone or,

if you receive a paper proxy card by mail, by completing and returning the proxy card or voting instruction form mailed to you. Please carefully review the instructions on each of your voting options described in this proxy statement, as well as in the Notice of Internet Availability of Proxy Materials you received in the mail.

As we look ahead to our Annual Meeting, I want to once again thank all of our stakeholders for their contributions to our shared, continued success. Our crew members, farmers and suppliers, stockholders, customers and consumers, the animals that produce our eggs and butter, the communities where we operate and the environment all played important roles in delivering a landmark year for Vital Farms. I also want to thank our Board of Directors for their continued guidance, and our Founder and Executive Chairperson, Matt O’Hayer, for his friendship and counsel.

Vital Farms makes decisions in the long-term interests of all of our stakeholders. Our commitment to that approach, and the consistency with which we take the long view, have laid the foundation for this important growth chapter. We’re now positioned to make investments that accelerate our growth and keep us on track to deliver on our most important stakeholder commitments, including growing to $1 billion in net revenue by 2027, serving more farmers and customers through our next egg washing and packing facility, executing our digital transformation and developing our talented crew members.

We believe that momentum is building at Vital Farms. Every one of our stakeholders contributed to our continued work to improve the lives of people, animals and the planet through food. And, by design, all of our stakeholders benefit from the remarkable results we deliver together.

2023 Highlights:

$48.3 million, or 10.2% of net revenue.1 This marks the first full fiscal year since our initial public offering with double-digit Adjusted EBITDA Margin, which we believe demonstrates the benefits of our growing scale.

with our incredibly talented and dedicated crew, is a big reason we’re able to continually meet growing customer demand and progress toward our growth targets. Our supply chain model and our ability to execute have enabled us to successfully navigate potential disruptions like avian influenza without significantly impacting our commitments to customers and consumers.

On behalf of Vital Farms crew members, thank you for your continued support. I look forward to your attendance at our Annual Meeting.

Date:

Wednesday, June 12, 2024

Time:

9:00 a.m., Central time

Place:

The Annual Meeting can be accessed by visiting www.proxydocs.com/VITL. You must register to attend the meeting online at www.proxydocs.com/VITL by no later than 5:00 p.m., Central time, on June 11, 2024, using your control number included in the Notice of Internet Availability of Proxy Materials you received in the mail. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting, including the ability to submit questions in advance and to vote.

Record Date:

The record date for the Annual Meeting is April 19, 2024. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

Items of Business:

The Annual Meeting will be held for the following purposes, which are more fully described in the proxy statement accompanying this Notice:

Your vote is important. Whether or not you expect to attend the virtual Annual Meeting, please vote by telephone or through the internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying proxy statement. Even if you have voted by proxy, if you register to attend the Annual Meeting, you may still vote online during the Annual Meeting. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote online at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account.

Sincerely,

Joanne Bal

Corporate Secretary

Austin, Texas

April 29, 2024

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking” statements, as that term is defined under federal securities laws in the United States, including but not limited to statements regarding our growth potential and plans, our long-term financial targets, our impact goals and our expectations regarding our future operating and business environment. All statements other than statements of historical facts contained in this proxy statement, including statements regarding our future results of operations or financial condition, business strategies, goals, initiatives, commitments and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements are subject to substantial risks, uncertainties, assumptions, and changes in circumstances that may cause actual results, performance, or achievements to differ materially from those expressed or implied in any forward-looking statement.

The risks and uncertainties referred to above include but are not limited to those risks described in our filings with the Securities and Exchange Commission (SEC), including in the sections entitled “Risk Factors” in our latest annual report on Form 10-K and our quarterly reports on Form 10-Q and in our other filings and reports that we may file from time to time with the SEC, which can be found at https://investors.vitalfarms.com/. References to our website throughout this proxy statement are provided for convenience only, and the content on our website does not constitute a part of this proxy statement.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual performance and results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Forward-looking statements represent management’s assumptions, expectations and beliefs only as of the date of this proxy statement. We disclaim any obligation to update forward-looking statements except as required by law.