Sprouts Farmers Market (SFM) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, via webcast, with voting rights for shareholders of record as of March 23, 2026.

• Key proposals include electing two directors, advisory votes on executive compensation and its frequency, and ratification of the external auditor.

• 2025 saw strong financial performance: $8.8B net sales (+14%), 7.3% comparable store sales growth, $523.7M net income, and $716M cash flow from operations.

• 37 new stores opened, over 7,000 new products launched, and a $1B share buyback program authorized.

Voting matters and shareholder proposals

• Proposals: elect two Class I directors (Joel D. Anderson, Terri Funk Graham), advisory say-on-pay, advisory say-on-frequency (recommended: annual), and ratification of PricewaterhouseCoopers LLP as auditor.

• Board recommends voting FOR all proposals and ONE YEAR for say-on-frequency.

• Shareholders can vote online, by phone, mail, or during the webcast.

Board of directors and corporate governance

• Board will reduce to seven members post-meeting; 86% independent, 29% female, 29% ethnically diverse.

• Board declassification is underway, with all directors to stand for annual election by 2028.

• Four standing committees: audit, talent and compensation, nominating and corporate governance, and risk.

• Annual board and committee evaluations guide governance improvements.

• Proxy access allows eligible shareholders to nominate directors in proxy materials.