Vital Farms (VITL) Proxy filing summary

Executive summary

• Achieved record net revenue of $759.4 million in fiscal 2025, up 25.3% from prior year, with gross profit of $285.7 million and Adjusted EBITDA of $114.0 million, surpassing $100 million for the first time.

• Expanded farm network to over 600 small farms, added 175 farms in 2025, and advanced construction of a new facility in Indiana.

• Increased aided brand awareness to 34% by year-end 2025, up 8 percentage points, and invested in marketing and supply chain resilience.

• Leadership transition completed with the retirement of the founder and appointment of Russell Diez-Canseco as Executive Chairperson.

Voting matters and shareholder proposals

• Three proposals: election of two directors for three-year terms, ratification of KPMG LLP as auditor for 2026, and advisory approval of executive compensation.

• Board recommends voting “FOR” all proposals; voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Board consists of eight directors, with seven independent; recent refreshment includes tenure limits and a new director in 2025.

• Adopted director resignation policy for uncontested elections and enhanced stock ownership guidelines for executives and directors.

• Board committees (Audit, Compensation, Nominating/Governance) are fully independent and meet regularly; 100% attendance in 2025.

• Lead Independent Director role provides governance oversight and counterbalance to combined CEO/Chairperson role.