Sprouts Farmers Market (SFM) appoints Andrew Jhawar to board as Class III director
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Sprouts Farmers Market, Inc. appointed Andrew Jhawar to its Board of Directors as a Class III director, with a term expiring at the 2028 annual meeting of stockholders. He will serve on the Board’s Audit Committee and participate in the standard compensation plan for independent directors.
Jhawar previously served on Sprouts’ board from 2011 to 2016 and brings extensive consumer and retail private equity experience, including a long tenure at Apollo Global Management. The board size will temporarily increase from eight to nine members until current director Doug Rauch retires following the annual meeting, after which it will return to eight members.
Positive
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Negative
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size before appointment: 8 directors
Board size after appointment: 9 directors
Board size after retirement: 8 directors
+4 more
7 metrics
Board size before appointment
8 directors
Size of Sprouts board prior to Jhawar’s May 19, 2026 appointment
Board size after appointment
9 directors
Temporary size following Andrew Jhawar’s appointment
Board size after retirement
8 directors
Size after Doug Rauch retires following May 20, 2026 meeting
Director term end year
2028
Andrew Jhawar’s Class III director term expires at 2028 annual meeting
Employees
more than 36,000
Sprouts team members in the United States
Store count
more than 480 stores
Sprouts locations across the U.S.
States of operation
25 states
U.S. states where Sprouts operates stores
Key Terms
Class III director, Audit Committee, independent directors, indemnification agreement, +1 more
5 terms
Class III director regulatory
"appointed … to its Board of Directors as a Class III director with a term expiring at the Company’s 2028 annual meeting"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
Audit Committee financial
"Mr. Jhawar will serve on the Audit Committee of the Board."
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
independent directors regulatory
"standard compensation plan for the Company’s independent directors, including eligibility to receive equity grants"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.
indemnification agreement regulatory
"will also enter into the Company’s form of director and officer indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
annual meeting of stockholders regulatory
"term expiring at the Company’s 2028 annual meeting of stockholders."
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) May 19, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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 | ||||||||||||
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. o
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Appointment of Andrew Jhawar to the Board of Directors
On May 19, 2026, Sprouts Farmers Market, Inc. (the “Company”) announced the appointment of Andrew Jhawar to its Board of Directors (the “Board”) as a Class III director with a term expiring at the Company’s 2028 annual meeting of stockholders. Mr. Jhawar will serve on the Audit Committee of the Board.
Mr. Jhawar will participate in the standard compensation plan for the Company’s independent directors, including eligibility to receive equity grants, as described in the Company’s proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 7, 2026. Mr. Jhawar will also enter into the Company’s form of director and officer indemnification agreement, included as Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2026.
There are no family relationships between Mr. Jhawar and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any such transactions currently proposed. There is no arrangement or understanding between Mr. Jhawar and any other person pursuant to which Mr. Jhawar was elected as a director. Upon Mr. Jhawar’s appointment, the size of the Board of Directors will temporarily increase from eight to nine members.
On May 19, 2026, the Company issued a press release announcing Mr. Jhawar’s appointment to and Doug Rauch’s retirement from the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Following Mr. Rauch’s retirement, the Board will revert to eight members.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit Number | Description | |||||||
| 99.1 | Press release of Sprouts Farmers Market, Inc., dated May 19, 2026 entitled "Sprouts Farmers Market Appoints Andrew Jhawar to its Board of Directors" | |||||||
| 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: May 19, 2026 | By: | /s/ Brandon F. Lombardi | ||||||
| Name: | Brandon F. Lombardi | |||||||
| Title: | Chief Legal Officer and Corporate Secretary | |||||||
Investor Contact: | Media Contact: | ||||
Susannah Livingston | media@sprouts.com | ||||
(602) 682-1584 | |||||
susannahlivingston@sprouts.com | |||||
Sprouts Farmers Market Appoints Andrew Jhawar to its Board of Directors
PHOENIX, Ariz. – (Business Wire) – May 19, 2026 – Sprouts Farmers Market, Inc. (Nasdaq: SFM) today announced the addition of Andrew Jhawar to its board of directors.
“We are excited to welcome Andy Jhawar to our board of directors,” said Joseph Fortunato, chairman of the board of Sprouts. “Andy’s unparalleled depth of experience in the consumer and retail industry will be invaluable to the company as we continue to execute on our long-term growth strategy.”
Jhawar was formerly a partner at Apollo Global Management, Inc., having retired in December 2024 after nearly 25 years, where he oversaw private equity investment transactions in the consumer and retail industry. Jhawar previously served on the Sprouts board of directors from April 2011 to February 2016. Jhawar currently serves on the board of directors at The Michaels Companies, PetSmart and The Stand and previously served as a board member at a number of companies in the consumer and retail industry, including, among several others, Hostess Brands, Heritage Grocers Group, The Fresh Market and Smart & Final.
“I am thrilled to re-join Sprouts’ board at this time,” said Jhawar. “I look forward to working with the board and executive leadership team in contributing to the next phase of Sprouts’ growth as the company continues to build on its mission to help people live and eat better.”
As previously disclosed, current board member Doug Rauch will not be standing for reelection at the Company’s upcoming annual meeting on May 20, 2026 and will be retiring from the board at that time. “On behalf of the entire board of directors, I want to thank Doug for his years of service and many contributions to Sprouts,” said Fortunato.
About Sprouts Farmers Market, Inc.
Sprouts Farmers Market is one of the largest and fastest growing specialty retailers of fresh, natural and organic food in the United States. Sprouts helps people live and eat better with fresh produce at the heart of the store and delicious discoveries for every dietary lifestyle. Always foraging for what’s fresh and innovative, Sprouts offers a carefully curated assortment of products that inspire wellness naturally, including organic, gluten-free, plant-based and non-GMO favorites. Headquartered in Phoenix, AZ, Sprouts employs more than 36,000 team members and operates more than 480 stores in 25 states nationwide. To learn more about Sprouts and the role it plays in its communities, visit sprouts.com/about/.
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Source: Sprouts Farmers Market, Inc
Phoenix, AZ
5/19/26
FAQ
What did Sprouts Farmers Market (SFM) announce in this 8-K filing?
Sprouts Farmers Market announced the appointment of Andrew Jhawar to its board of directors as a Class III director. His term runs until the 2028 annual meeting, and he will serve on the Audit Committee under the company’s standard independent director compensation plan.
Who is Andrew Jhawar and what is his background relevant to Sprouts Farmers Market (SFM)?
Andrew Jhawar is a former partner at Apollo Global Management with nearly 25 years of consumer and retail investing experience. He previously served on Sprouts’ board from 2011 to 2016 and currently sits on the boards of The Michaels Companies, PetSmart and The Stand.
How does Andrew Jhawar’s appointment affect the Sprouts Farmers Market (SFM) board size?
Upon Andrew Jhawar’s appointment, Sprouts’ board temporarily increases from eight to nine members. After current director Doug Rauch retires following the May 20, 2026 annual meeting, the board will revert to eight members, maintaining overall board size near prior levels.
What board committees and compensation will Andrew Jhawar receive at Sprouts Farmers Market (SFM)?
Andrew Jhawar will serve on the Audit Committee of the Sprouts board of directors. He will participate in the company’s standard compensation plan for independent directors, including eligibility for equity grants as described in Sprouts’ April 7, 2026 proxy statement filed with the SEC.
What change is occurring with current director Doug Rauch at Sprouts Farmers Market (SFM)?
Current board member Doug Rauch will not stand for reelection at Sprouts’ upcoming annual meeting on May 20, 2026. He will retire from the board at that time, after which the board will return from nine members back to eight members.
How large is Sprouts Farmers Market’s (SFM) current business footprint in the U.S.?
Sprouts Farmers Market describes itself as one of the largest and fastest growing specialty fresh, natural and organic food retailers in the U.S. It employs more than 36,000 team members and operates more than 480 stores across 25 states nationwide from its Phoenix, Arizona headquarters.