Sprouts Farmers Market (SFM) Proxy Filing summary

Executive summary

• Achieved strong 2024 results: 13% net sales growth to $7.7B, 7.6% comparable store sales growth, $3.75 diluted EPS, and $645M cash flow from operations.

• Opened 33 new stores, launched 7,100 new products, and repurchased 2.7M shares for $238M.

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

• ESG initiatives advanced, including 30% of sales from organic products, 27% increase in plant-based sales, and 18% of sales from fresh produce.

Voting matters and shareholder proposals

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

• Advisory vote on executive compensation (say-on-pay) for fiscal 2024.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2025.

• Approval of amendment to declassify the board of directors, 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 structure currently classified; declassification proposal would phase in annual elections.

• Board leadership separated between Chairman and CEO.

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