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0001575515
2024-05-22
2024-05-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 22, 2024
Sprouts Farmers Market, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-36029 32-0331600
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
5455 E. High Street
,
Suite 111
Phoenix
,
Arizona
85054
(Address of principal executive offices and zip code)
(
480
)
814-8016
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (
see
General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $0.001 par value SFM Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
o
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Item 5.07.Submission of Matters to a Vote of Security Holders.
On May 22, 2024, Sprouts Farmers Market, Inc. (the "Company") held its annual
meeting of stockholders ("Annual Meeting") to consider and vote upon the
following proposals: (1) to elect three Class II directors to serve until the
2027 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 of the Company's named executive officers for fiscal 2023
(commonly referred to as "say-on-pay"); and (3) to ratify the appointment of
PricewaterhouseCoopers LLP as the independent registered public accounting
firm of the Company for the fiscal year ending December 29, 2024.
Set forth below are the final voting results for each proposal submitted to a
vote of the stockholders at the Annual Meeting. For more information on the
following proposals, see the Company's Proxy Statement, as filed with the
Securities and Exchange Commission on April 5, 2024.
Proposal 1
: Election of the three Class II directors listed below to serve for a
three-year term expiring at the Company's 2027 annual meeting of stockholders.
Each director nominee was duly elected.
Nominee For Withheld Broker Non-Votes
Hari K. Avula 80,486,814 1,786,317 7,351,986
Joseph Fortunato 79,394,479 2,878,652 7,351,986
Joseph D. O'Leary 69,694,903 12,578,228 7,351,986
Proposal 2
: Advisory vote on the compensation paid to the Company's named executive
officers for fiscal 2023. This proposal was approved.
For Against Abstain Broker Non-Votes
70,461,763 11,690,072 121,296 7,351,986
Proposal 3
: Ratification of PricewaterhouseCoopers LLP as the Company's independent
registered public accounting firm for the Company's 2024 fiscal year. This
proposal was approved.
For Against Abstain Broker Non-Votes
88,049,263 1,501,546 74,308 -
Item 8.01. Other Events.
On May 22, 2024, the Board of Directors (the "Board") of Sprouts Farmers
Market, Inc. (the "Company") approved a new share repurchase authorization in
the amount of $600 million. Under this new authorization, the Company's shares
of common stock may be purchased on a discretionary basis from time to time,
subject to general business and market conditions and other investment
opportunities, through open market purchases, privately negotiated
transactions or other means, including through Rule 10b5-1 trading plans. The
repurchase program may be commenced, suspended or discontinued at any time.
This new authorization replaces the Company's existing share repurchase
authorization and expires on May 22, 2027.
A copy of the press release issued by the Company with respect to the share
repurchase authorization is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit Description
Number
99.1 Press release of Sprouts Farmers Market, Inc., dated May 23, 2024, entitled
"Sprouts Farmers Market Announces $600 Million Share Repurchase Authorization"
104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPROUTS FARMERS MARKET, INC.
Date: May 23, 2024 By: /s/ Brandon F. Lombardi
Name: Brandon F. Lombardi
Title: Chief Legal Officer and Corporate Secretary
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Contact: Media Contact:
Susannah Livingston media@sprouts.com
(602) 682-1584
susannahlivingston@sprouts.com
Sprouts Farmers Market Announces $600 Million Share Repurchase Authorization
PHOENIX, Ariz. (Business Wire) - May 23, 2024
- Sprouts Farmers Market, Inc. (Nasdaq: SFM) today announced that its Board of
Directors authorized a new share repurchase program of $600 million of its
common shares on May 22, 2024, which replaces our current authorization with
nearly $120 million remaining. The shares may be purchased on a discretionary
basis from time to time, subject to general business and market conditions and
other investment opportunities, through open market purchases, privately
negotiated transactions or other means, including through Rule 10b5-1 trading
plans. This share repurchase program may be commenced, suspended or
discontinued at any time and expires on May 22, 2027.
"The extension of our ongoing share repurchase program demonstrates not only
our strong cash flow generation, but also the Board's confidence in the
company's strategy and potential. We will continue to balance the deployment
of capital to spur our growth and drive long-term value for our investors,"
said Curtis Valentine, chief financial officer of Sprouts Farmers Market.
Forward-Looking Statements
Certain statements in this press release are forward-looking as defined in the
Private Securities Litigation Reform Act of 1995. Any statements contained
herein that are not statements of historical fact should be considered
forward-looking statements that involve certain risks and uncertainties that
may cause actual results to differ materially from expectations as of the date
of this release. These risks include those set out in the company's Securities
and Exchange Commission filings. The company intends these forward-looking
statements to speak only as of the time of this release and does not undertake
to update or revise them as more information becomes available, except as
required by law.
Corporate Profile
True to its farm-stand heritage, Sprouts offers a unique grocery experience
featuring an open layout with fresh produce at the heart of the store. Sprouts
inspires wellness naturally with a carefully curated assortment of
better-for-you products paired with purpose-driven people. The healthy grocer
continues to bring the latest in wholesome, innovative products made with
lifestyle-friendly ingredients such as organic, plant-based and gluten-free.
Headquartered in Phoenix, and one of the largest and fastest growing specialty
retailers of fresh, natural and organic food in the United States, Sprouts
employs approximately 32,000 team members and operates more than 410 stores in
23 states nationwide. To learn more about Sprouts, and the good it brings
communities, visit about.sprouts.com.//
###
Source: Sprouts Farmers Market, Inc
Phoenix, AZ
5/23/24
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