Sprouts Farmers Market Files 8-K

TL;DR

SFM filed an 8-K covering votes, other events, and financials as of May 22, 2024.

AI Summary

Sprouts Farmers Market, Inc. filed an 8-K on May 23, 2024, reporting on matters submitted to a vote of security holders, other events, and financial statements and exhibits. The filing covers events up to May 22, 2024, and includes information related to their corporate structure and financial reporting.

Why It Matters

This 8-K filing provides updates on corporate actions and financial reporting for Sprouts Farmers Market, Inc., which can influence investor decisions.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant new risks.

Key Players & Entities

• Sprouts Farmers Market, Inc. (company) — Registrant
• May 22, 2024 (date) — Date of earliest event reported
• May 23, 2024 (date) — Date of report
• 5455 E. High Street, Suite 111, Phoenix, Arizona 85054 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — nge on Which Registered Common Stock, $0.001 par value SFM Nasdaq Global Select Mark
• $600 million — purchase authorization in the amount of $600 million. Under this new authorization, the Comp
• $600 Million — itled "Sprouts Farmers Market Announces $600 Million Share Repurchase Authorization" 104 C

Filing Documents

• sfm-20240522.htm (8-K) — 37KB
• ex991sfmsharerepurchaseaut.htm (EX-99.1) — 8KB
• image_0a.jpg (GRAPHIC) — 99KB
• 0001575515-24-000105.txt ( ) — 309KB
• sfm-20240522.xsd (EX-101.SCH) — 2KB
• sfm-20240522_lab.xml (EX-101.LAB) — 22KB
• sfm-20240522_pre.xml (EX-101.PRE) — 13KB
• sfm-20240522_htm.xml (XML) — 3KB

07.Submission of Matters to a Vote of Security Holders

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 —

01. Other Events

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 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)

SIGNATURES

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

View Full Filing

View this 8-K filing on SEC EDGAR