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Sprouts Farmers Market (SFM) holders approve executive pay, annual votes and PwC

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sprouts Farmers Market, Inc. reported the results of its annual meeting of stockholders held on May 20, 2026. Stockholders elected Class I directors Joel D. Anderson (75,150,044 votes for, 1,721,743 withheld) and Terri Funk Graham (72,609,684 for, 4,262,103 withheld), with 7,043,924 broker non-votes for each.

Stockholders approved the non-binding say-on-pay resolution on 2025 executive compensation with 72,173,806 votes for, 4,547,676 against and 150,305 abstentions, plus 7,043,924 broker non-votes. They supported holding future say-on-pay votes every one year, with 74,207,691 votes for the one-year option.

The board decided to continue annual advisory votes on executive pay, with the next vote at the 2027 annual meeting, and another say-on-frequency vote no later than the 2032 annual meeting under Section 14A(a)(2) of the Exchange Act. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 82,292,032 votes for, 1,549,962 against and 73,717 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Joel D. Anderson 75,150,044 votes Election as Class I director at 2026 annual meeting
Votes for Terri Funk Graham 72,609,684 votes Election as Class I director at 2026 annual meeting
Say-on-pay approval votes 72,173,806 votes for Advisory vote on 2025 executive compensation
One-year frequency votes 74,207,691 votes Preference for annual say-on-pay votes
PwC ratification for 2026 82,292,032 votes for Independent auditor ratification for 2026 fiscal year
Broker non-votes on director elections 7,043,924 broker non-votes Each Class I director proposal at 2026 annual meeting
say-on-pay financial
"to vote on a non-binding advisory resolution to approve the compensation of the Company’s named executive officers for fiscal 2025 (commonly referred to as “say-on-pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
say-on-frequency financial
"to vote on a non-binding advisory proposal on the frequency of future say-on-pay votes (“say-on-frequency”)"
broker non-votes financial
"Joel D. Anderson | 75,150,044 | 1,721,743 | 7,043,924"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Section 14A(a)(2) regulatory
"Under Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold another vote on the frequency"
Understanding 8-K Material Events →
0001575515false00015755152026-05-202026-05-20

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 20, 2026
Sprouts Farmers Market, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3602932-0331600
(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 valueSFMNasdaq 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. o



Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2026, Sprouts Farmers Market, Inc. (the “Company”) held its annual meeting of stockholders ("Annual Meeting") to consider and vote upon the following proposals: (1) to elect two Class I directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified; (2) to vote on a non-binding advisory resolution to approve the compensation of the Company’s named executive officers for fiscal 2025 (commonly referred to as “say-on-pay”); (3) to vote on a non-binding advisory proposal on the frequency of future say-on-pay votes (“say-on-frequency”); and (4) to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending January 3, 2027.
Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. For more information on the following proposals, see the Company’s 2026 Proxy Statement.
Proposal 1: Election of the two Class I directors listed below to serve for a one-year term expiring at the Company’s 2027 annual meeting of stockholders. Each director nominee was duly elected.
NomineeForWithheldBroker Non-Votes
Joel D. Anderson75,150,0441,721,7437,043,924
Terri Funk Graham72,609,6844,262,1037,043,924

Proposal 2: Advisory vote on the compensation paid to the Company’s named executive officers for fiscal 2025. This proposal was approved.
ForAgainstAbstainBroker Non-Votes
72,173,8064,547,676150,3057,043,924

Proposal 3: Advisory vote on the frequency of future votes on executive compensation. The say-on-frequency option that received the majority of votes cast was “one year”.

One YearTwo YearsThree YearsAbstain
74,207,69124,8472,480,289158,960

After considering the preferences expressed at the Annual Meeting, the Board has determined to continue to hold future non-binding, advisory votes on the compensation paid to its named executive officers every year, so that the next such vote will be held at its 2027 annual meeting of stockholders. Under Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold another vote on the frequency of the vote regarding the compensation paid to its named executive officers no later than its 2032 annual meeting of stockholders.


Proposal 4: Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s 2026 fiscal year. This proposal was approved.

ForAgainstAbstainBroker Non-Votes
82,292,0321,549,96273,717—




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 21, 2026By:/s/ Brandon F. Lombardi
Name:Brandon F. Lombardi
Title:Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Sprouts Farmers Market (SFM) stockholders decide at the 2026 annual meeting?

Stockholders elected two Class I directors, approved 2025 executive compensation on an advisory basis, chose annual say-on-pay votes, and ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026, reflecting broad support for current governance and oversight structures.

Were Sprouts Farmers Market’s 2025 executive pay packages approved by stockholders?

Yes. The advisory say-on-pay proposal received 72,173,806 votes for, 4,547,676 against and 150,305 abstentions, with 7,043,924 broker non-votes. This indicates stockholder support for the company’s named executive officer compensation program for fiscal 2025 as presented.

How often will Sprouts Farmers Market (SFM) hold say-on-pay votes going forward?

Stockholders favored holding say-on-pay votes every one year, with 74,207,691 votes for that option. The board decided to continue annual advisory votes on executive compensation, with the next vote at the 2027 annual meeting and another frequency vote by the 2032 meeting.

Which directors were elected at Sprouts Farmers Market’s 2026 annual meeting?

Class I directors Joel D. Anderson and Terri Funk Graham were elected to serve until the 2027 annual meeting or until successors are elected. Anderson received 75,150,044 votes for, while Graham received 72,609,684 votes for, each with 7,043,924 broker non-votes recorded.

Who is Sprouts Farmers Market’s independent auditor for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the 2026 fiscal year. The ratification received 82,292,032 votes for, 1,549,962 against and 73,717 abstentions, with no broker non-votes reported for this proposal.

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