SPROUTS FARMERS MARKET, INC.
5455 East High Street, Suite 111
Phoenix,
Arizona 85054
2020 ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
This proxy statement is provided, and the enclosed form of proxy is solicited, on behalf of Sprouts Farmers Market, Inc., a Delaware corporation, by our
board of directors for use at the 2020 Annual Meeting of Stockholders (referred to as the Annual Meeting) and any postponements or adjournments thereof. The Annual Meeting will be held at the Sprouts Farmers Market Store Support
Office, 5455 East High Street, Suite 111, Phoenix, Arizona 85054, on Tuesday, April 28, 2020 at 8:00 a.m. local time.
Internet Availability of Proxy Materials
In accordance with rules adopted by the Securities and Exchange Commission (referred to as the SEC) that allow companies to furnish
their proxy materials over the Internet, we are mailing a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy statement and our 2019 Annual Report to most of our stockholders. The Notice of Internet Availability
of Proxy Materials contains instructions on how to access those documents and vote over the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how to request a paper copy of our proxy materials, including
this proxy statement, our 2019 Annual Report, and a form of proxy card. We believe this process will allow us to provide our stockholders the information they need in a more timely manner, while reducing the environmental impact and lowering our
costs of printing and delivering the proxy materials.
These proxy solicitation materials are being first provided on or about March 16, 2020
to all stockholders entitled to vote at the meeting.
Record Date
Stockholders of record at the close of business on the record date of March 2, 2020 are entitled to notice of and to vote at the meeting.
Number of Outstanding Shares
On the record date, there were
117,543,668 outstanding shares of our common stock, par value $0.001 per share.
Requirements for a Quorum
The holders of a majority of the issued and outstanding shares of common stock entitled to vote at the meeting, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at the meeting. Each stockholder voting at the meeting, either in person or by proxy, may cast one vote per share of common stock held on all matters to be voted on at the meeting.
Votes Required for Each Proposal
Assuming that a
quorum is present, directors shall be elected by a plurality of the votes cast by shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Therefore, the three nominees who receive the
greatest number of votes cast shall be elected as directors. Our stockholders do not have cumulative voting rights for the election of directors.
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Sprouts Farmers Market
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2020 Proxy Statement 3
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