Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 31, 2023

Sprouts Farmers Market, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36029

32-0331600

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

5455 E. High Street, Suite 111

Phoenix, Arizona 85054

(Address of principal executive offices and zip code)

(480) 814-8016

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class 

 
Trading Symbol(s)

Name of Each Exchange on Which Registered 

Common Stock, $0.001 par value

SFM

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On October 31, 2023, Sprouts Farmers Market, Inc. (the “Company”) appointed Curtis Valentine as Chief Financial Officer, effective January 1, 2024. Mr. Valentine will succeed Lawrence (“Chip”) Molloy, who previously announced his intention to retire as the Company’s Chief Financial Officer on or about December 31, 2023. As Chief Financial Officer, Mr. Valentine will succeed Mr. Molloy as the Company’s principal financial officer.

Mr. Valentine, age 44, has served as the Company’s Senior Vice President of Finance since March 2023, having previously served as the Company’s Vice President of Financial Planning and Analysis from December 2016 to March 2023 and Senior Director of Financial Planning and Analysis from May 2015 to December 2016. Prior to joining the Company, Mr. Valentine served in financial management roles across multiple business units at PetSmart, Inc. from April 2008 to April 2015.

In light of Mr. Valentine’s increased duties and responsibilities, the Compensation Committee of the Company’s Board of Directors approved certain adjustments to his compensation effective January 1, 2024, as reflected in an offer letter provided by the Company and accepted by Mr. Valentine. The offer letter provides for an annualized base salary of $500,000, a short-term incentive bonus potential targeted at 75% of Mr. Valentine’s base salary, and participation in the Company’s annual long-term equity incentive plan, on the same terms as other executives, valued at 100% of Mr. Valentine’s base salary. Mr. Valentine will be an “eligible executive” under the Company’s Amended and Restated Executive Severance and Change in Control Plan, dated February 25, 2020, and will be eligible to participate in the Company’s medical and other benefit plans generally available to the Company’s executive officers.

The foregoing description of the offer letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the letter, filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

There is no arrangement or understanding pursuant to which Mr. Valentine was appointed as Chief Financial Officer. There are no related party transactions between the Company and Mr. Valentine that are reportable under Item 404(a) of Regulation S-K.

On October 31, 2023, the Company issued a press release announcing Mr. Valentine’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

10.1		Offer Letter from Sprouts Farmers Market, Inc. to Curtis Valentine, signed October 27, 2023

99.1		Press release of Sprouts Farmers Market, Inc., dated October 31, 2023, entitled “Sprouts Farmers Market, Inc. Appoints Curtis Valentine as Chief Financial Officer”

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SPROUTS FARMERS MARKET, INC.

Date: October 31, 2023	By:	/s/ Brandon F. Lombardi
	Name:	Brandon F. Lombardi
	Title:	Chief Legal Officer and Corporate Secretary

Exhibit 10.1

October 26, 2023

Curtis Valentine:

Sprouts Farmers Market, Inc. is pleased to make you the following employment offer for the position of Chief Financial Officer.


Position and Duties:	Chief Financial Officer of Sprouts Farmers Market, Inc. (the “Company”) commencing at an agreed upon date once the offer is finalized.
Base Salary:	Your base salary will be $500,000 per annum, pro-rated for any partial year based on actual days of employment.
STIP:	Commencing in 2024, you will be eligible for an annual cash bonus opportunity at a target of 75% of your base salary and a maximum of 300% of base salary, subject to the Company satisfying performance goals in accordance with the Company’s short-term incentive plan established by the Board of Directors.
LTIP:	Commencing in March 2024, you will be eligible for annual equity grants pursuant to the Company’s long-term incentive program, with an annual grant value equal to 100% of your base salary, comprised of 50% performance share awards (“PSAs”) vesting on the third anniversary of the grant date based on achievement of performance goals to be established by the Board of Directors and 25% restricted stock units (“RSUs”) and 25% stock options, each vesting ratably over three years beginning on the first anniversary of the grant date. You will be eligible to earn up to 200% of the PSAs awarded depending on performance against such performance goals. The actual number of RSUs and PSAs granted will be determined using the 20-day trailing average share price of the Company’s common stock on the respective grant dates. The actual number of stock options granted will be calculated using a Black-Scholes valuation for the Company’s common stock and shall have an exercise price equal to the market value on the grant date. The form of PSA, RSU and stock option agreements will be the most recent general forms filed with the SEC.
Severance	You will be treated as an “Eligible Executive” under the Company’s Amended and Restated Executive Severance and Change in Control Plan, effective February 25, 2020 (the “Severance Plan”), as in effect on the date hereof as filed with the SEC as Exhibit 10.7 to the Company’s 2022 Form 10-K.
Restrictive Covenants:	Your employment is subject to your signing and complying with the terms of the Company’s Confidentiality, Non-Competition, and Non-Solicitation Agreement in the form filed with the SEC as Exhibit 10.6 to the Company’s 2022 Form 10-K.
Benefits:	You will remain be eligible to participate in the Company’s 401(k) and other benefit plans for salaried employees, subject to the terms of those plans. You will continue to be subject to the Company’s flexible time off policy (i.e., the Company does not accrue vacation time for salaried employees who can take as much as needed and approved by his/her supervisor).

On behalf of Jack Sinclair, and all of us at store support, congratulations!

Sincerely,

/s/ Timmi Zalatoris

Timmi Zalatoris

Chief Human Resources Officer

Accepted by:

/s/ Curtis Valentine 10/27/23

Curtis Valentine Date

You understand that your employment with Sprouts is at-will and that either party can terminate the relationship at any time with or without cause and with or without notice. You further acknowledge that this offer letter does not represent an employment contract, express or implied, guaranteeing employment for any specific duration, nor does it guarantee any fixed terms and/or conditions of employment.

Exhibit 99.1



Investor Contact:	Media Contact:
Susannah Livingston	media@sprouts.com
(602) 682-1584
susannahlivingston@sprouts.com

Sprouts Farmers Market, Inc. Appoints Curtis Valentine as Chief Financial Officer

PHOENIX, Ariz. – (Business Wire) – October 31, 2023 – Sprouts Farmers Market, Inc. (Nasdaq: SFM), one of the largest and fastest growing specialty retailers of fresh, natural and organic food in the United States, today announced the appointment of Curtis Valentine as chief financial officer of the company, effective January 1, 2024. Valentine is currently Sprouts’ senior vice president of finance and will succeed Lawrence (“Chip”) Molloy, who previously announced his intention to retire as chief financial officer at the end of 2023.

“We are delighted to elevate Curtis from our deep bench of finance talent to be our chief financial officer,” said Jack Sinclair, chief executive officer of Sprouts. “Curtis and Chip have worked closely together for the last two years, and I believe there is no one better suited for the role to ensure a seamless transition as we continue to execute on our strategy and deliver value to our shareholders.”

Valentine brings more than 15 years of financial and retail experience to the chief financial officer role, having served as a leader in Sprouts’ financial organization for over eight years. Prior to joining Sprouts, Valentine served in financial management roles across multiple business units for seven years at PetSmart, Inc., the leading pet retailer. He earned a bachelor of science degree from Bowling Green State University and a master of business administration degree from the W.P. Carey School of Business at Arizona State University.

“I’m honored to serve Sprouts as its new chief financial officer,” said Valentine. “I look forward to continuing to work with our executive leadership team, our board of directors, and all of our talented team members in my new role to drive the initiatives that support our strategy. With our strong financial positioning and growth trajectory, I could not be more excited about the future opportunities for all of our stakeholders.”

Forward-Looking Statements

Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact should be considered forward-looking statements that involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this release. These risks include those set out in the company’s Securities and Exchange Commission filings. The company intends these forward-looking statements to speak only as of the time of this release and does not undertake to update or revise them as more information becomes available, except as required by law.

Corporate Profile

True to its farm-stand heritage, Sprouts offers a unique grocery experience featuring an open layout with fresh produce at the heart of the store. Sprouts inspires wellness naturally with a carefully curated assortment of better-for-you products paired with purpose-driven people. The healthy grocer continues to bring the latest in wholesome, innovative products made with lifestyle-friendly ingredients such as organic, plant-based and gluten-free. Headquartered in Phoenix, and one of the largest and fastest growing specialty retailers of fresh, natural and organic food in the United States, Sprouts employs approximately 31,000 team members and operates more than 400 stores in 23 states nationwide. To learn more about Sprouts, and the good it brings communities, visit about.sprouts.com.

###

Source: Sprouts Farmers Market, Inc

Phoenix, AZ

10/31/23

Document and Entity Information	Oct. 31, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2023
Entity Registrant Name	Sprouts Farmers Market, Inc.
Entity Central Index Key	0001575515
Entity Emerging Growth Company	false
Entity File Number	001-36029
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	32-0331600
Entity Address, Address Line One	5455 E. High Street
Entity Address, Address Line Two	Suite 111
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85054
City Area Code	480
Local Phone Number	814-8016
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of Each Class	Common Stock, $0.001 par value
Trading Symbol	SFM
Security Exchange Name	NASDAQ