Sprouts Farmers Market (SFM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, via webcast, with record date March 24, 2025.

• Key 2024 achievements: 33 new stores, $7.7B net sales (13% growth), 7.6% comp sales growth, $3.75 EPS, $645M cash flow from operations, and $238M in share repurchases.

• Growth strategy focuses on customer engagement, market expansion, supply chain, technology, and talent.

• ESG initiatives advanced, including 30% sales from organic products, 27% increase in plant-based sales, and AAA MSCI ESG rating.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Approval of amendment to declassify the board, transitioning to annual elections by 2028.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight members, 88% independent, 25% female, 25% ethnically diverse.

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

• Board leadership separated between Chairman and CEO.

• Annual board and committee evaluations conducted; diversity and skills considered in director nominations.

• Proxy access bylaw allows eligible shareholders to nominate directors.