Vital Farms (VITL) Proxy Filing summary

Executive summary

• Achieved $606.3 million in net revenue for 2024, a 28.5% increase year-over-year, with gross profit at $229.9 million and Adjusted EBITDA at $86.7 million, supporting a target of $1 billion in net revenue by 2027.

• Added 125 new family farms, expanding the network to over 425 farms and increasing egg sourcing capacity by more than 40%.

• Announced a second egg washing and packing facility in Seymour, Indiana, to support future growth.

• Maintained resilience against avian influenza, with less than 0.5% of hens lost compared to 10-15% industry average.

• Continued strong brand growth, with household penetration rising to 14 million homes and aided brand awareness increasing to 26%.

Voting matters and shareholder proposals

• Election of three directors for a three-year term.

• Ratification of KPMG LLP as independent auditor for 2025.

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

• Advisory vote on frequency of say-on-pay (Board recommends annual).

• Approval of amendment to Certificate of Incorporation for officer exculpation under Delaware law.

Board of directors and corporate governance

• Board consists of eight members, with six independent directors and a lead independent director.

• Board refreshment policy limits non-employee director tenure to 12 years, with possible extension for up to three years if needed.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are composed entirely of independent directors.

• Board and committees had 98% attendance in 2024.

• Company is a Certified B Corporation and Delaware public benefit corporation, balancing financial and stakeholder interests.