Sprouts Farmers Market Inc
For the period ended Apr 8, 2025. Filed Apr 8, 2025.
View on SEC.govAbout 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 8, 2025 · Filed Apr 8, 2025
Contents
Cover page
Show cover page
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 x | Filed by a Party other than the Registrant o |
|---|
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material pursuant to §240.14a-12 |
Sprouts Farmers Market, 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):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 8, 2025
Dear Sprouts Stockholders:You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Sprouts Farmers Market, Inc., which will be held via webcast at www.virtualshareholdermeeting.com/SFM2025, on Wednesday, May 21, 2025 at 8:00 a.m., Pacific time.Proxy VotingAt the Annual Meeting, we will ask you to elect two members of our board of directors; vote on a non-binding advisory resolution to approve the compensation paid to our named executive officers for fiscal 2024 (commonly referred to as “say-on-pay”); ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year; and vote on an amendment to our certificate of incorporation to declassify our board of directors.Proxy Materials and Availability
We have elected to provide access to proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules to reduce the environmental impact and cost of our Annual Meeting. However, if you prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability.
How to Vote
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail, in accordance with the instructions included in the proxy statement.
On behalf of our board of directors, we would like to thank you for your continued interest and investment in Sprouts Farmers Market.
Sincerely,
Jack SinclairDirector and Chief Executive Officer
SPROUTS FARMERS MARKET, INC.
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| Time and Date: | Wednesday, May 21, 2025 at 8:00 a.m. Pacific time. |
|---|---|
| Place: | Via webcast at www.virtualshareholdermeeting.com/SFM2025 |
| Items of Business: | (1)To elect two Class III directors to serve until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified; |
| (2)To vote on a non-binding advisory resolution to approve the compensation paid to our named executive officers for fiscal 2024 (“say-on-pay”); | |
| (3)To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025; | |
| (4)To approve an amendment to our certificate of incorporation to declassify the board of directors (the "Declassification Amendment"); and | |
| (5)To consider such other business as may properly come before the meeting or any adjournment or postponement thereof. | |
| Proposed Amended and Restated Certificate of Incorporation: | The text of the proposed Amended and Restated Certificate of Incorporation containing the Declassification Amendment is provided in Appendix B to the accompanying proxy statement. |
| Adjournments and Postponements: | Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. |
| Record Date: | Holders of record of our common stock as of the close of business on March 24, 2025 are entitled to notice of, and to vote at, the Annual Meeting. |
| Voting: | Your vote is very important. To ensure your representation at the Annual Meeting, we urge you to vote by proxy as promptly as possible over the Internet or by phone as instructed in the Notice of Internet Availability of Proxy Materials or, if you receive paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. All stockholders as of the record date are invited to attend the Annual Meeting. You may vote at the Annual Meeting even if you have previously returned a proxy. |
By Order of the Board of Directors,
Brandon F. LombardiChief Legal Officer and Corporate Secretary
This notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or about April 8, 2025.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 21, 2025. This proxy statement and our 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, are available at www.proxyvote.com and at investors.sprouts.com.
TABLE OF CONTENTS
| Proxy Statement Summary | 1 |
|---|---|
| Business Summary | 2 |
| Our Growth Strategy | 3 |
| Our Impact | 4 |
| General Information | 6 |
| Corporate Governance | 10 |
| Our Board | 10 |
| Board Diversity | 14 |
| Board Structure | 15 |
| Board Leadership Structure | 15 |
| The Board’s Risk Oversight Role | 15 |
| Board Participation | 17 |
| Board Committees | 17 |
| Board Evaluations | 19 |
| Identifying and Evaluating Director Candidates | 20 |
| Availability of Corporate Governance Information | 20 |
| Communications with our Board of Directors | 20 |
| Proxy Access | 21 |
| Proposal 1: Election of Directors | 22 |
| Director Compensation | 23 |
| Executive Officers | 25 |
| Executive Compensation | 28 |
| Compensation Discussion and Analysis | 28 |
| Section One – Overview and Executive Summary | 29 |
| Section Two – Elements of our Compensation Program | 31 |
| Section Three – How Executive Pay is Established | 34 |
| Section Four – 2024 Named Executive Officer Pay Actions | 37 |
| Section Five – Executive Compensation Governance | 38 |
| Compensation Committee Report | 41 |
| Compensation Committee Interlocks and Insider Participation | 41 |
| Summary Compensation Table | 42 |
| Grant of Plan-Based Awards | 43 |
| Outstanding Equity Awards at Fiscal Year-End | 44 |
| Option Exercises and Stock Vested | 46 |
| Employment Agreements | 46 |
| Potential Payments Upon Termination or Change in Control | 46 |
| Pension Benefits and Nonqualified Deferred Compensation | 49 |
| Team Member Benefit and Stock Plans | 49 |
| CEO Pay Ratio | 49 |
| Pay vs Performance | 50 |
| Equity Compensation Plan Information | 54 |
| Report of the Audit Committee | 55 |
| Proposal 2: Advisory Vote on Executive Compensation (“Say-on-Pay”) | 56 |
| Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 58 |
| Proposal 4: Approval of an Amendment to the Company's Certificate of Incorporation to Declassify the Board of Directors | 59 |
| Security Ownership of Certain Beneficial Owners and Management | 61 |
| Certain Relationships and Related Party Transactions | 63 |
| Deadline for Receipt of Stockholder Proposals | 64 |
| Director Nominations for Inclusion in our 2026 Proxy Materials (Proxy Access) | 64 |
| Other Matters | 64 |
| Appendix A | A-1 |
| Appendix B | B-1 |
This proxy statement contains forward-looking statements regarding Sprouts Farmers Market, Inc.’s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in the company filings with the Securities and Exchange Commission, including the Risk Factors section of Sprouts Farmers Market, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024. We assume no obligation to update any of these forward-looking statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.