Vital Farms (VITL) adopts annual schedule for advisory say-on-pay votes

Rhea-AI Filing Summary

Vital Farms, Inc. filed an amended report to update the outcome of its advisory “say-on-frequency” vote from the 2025 annual stockholders meeting. Stockholders indicated a preference for holding the advisory vote on executive compensation every year rather than every two or three years.

In line with that stockholder vote and the Board of Directors’ prior recommendation, Vital Farms has decided to hold future non-binding advisory say-on-pay votes annually. This annual cadence will continue until the next required say-on-frequency vote, which must occur no later than the company’s 2031 annual stockholders meeting.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

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Accepted by SEC EDGAR 08/14/2025 - 04:55 PM Learn about SEC filing dates

FAQ

What did Vital Farms (VITL) change in this amended 8-K/A filing?

Vital Farms updated its disclosure on how often it will hold advisory votes on executive compensation. The company formally decided, based on stockholder preference, to conduct non-binding say-on-pay votes every year going forward until the next required frequency vote.

How often will Vital Farms (VITL) hold future say-on-pay votes?

Vital Farms plans to hold non-binding advisory say-on-pay votes annually. This decision aligns with the stockholders’ preference expressed at the 2025 annual meeting and the Board’s recommendation in the proxy statement for that meeting.

What was the purpose of Vital Farms’ 2025 say-on-frequency vote?

The 2025 say-on-frequency vote asked stockholders whether say-on-pay votes should occur every one, two, or three years. Stockholders indicated a preference for an annual vote, guiding the company’s decision on future advisory executive compensation vote timing.

Until when will Vital Farms follow an annual say-on-pay schedule?

Vital Farms will follow an annual say-on-pay schedule until the next required say-on-frequency vote. That next frequency vote must occur no later than the company’s 2031 annual meeting of stockholders, when stockholders can again express their preferred timing.

Does the Vital Farms (VITL) 8-K/A change prior voting results?

The amended 8-K/A does not change the previously reported voting results. It only adds the Board’s resulting decision to hold future non-binding advisory say-on-pay votes annually, reflecting the stockholder preference from the 2025 annual meeting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2025

Vital Farms, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39411	27-0496985
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3601 South Congress Avenue Suite C100 Austin, Texas		78704
(Address of Principal Executive Offices)		(Zip Code)

(877) 455-3036

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 Instructions 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		VITL		The Nasdaq Stock Market LLC

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. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Vital Farms, Inc. (the “Company”) with the Securities and Exchange Commission on June 17, 2025 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2025 Annual Meeting of Stockholders held on June 11, 2025 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision regarding whether non-binding advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”) should be held every one year, two years, or three years (the “Say-on-Frequency Vote”). No other changes have been made to the Original Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously reported in the Original Form 8-K, in an advisory vote held at the Annual Meeting on the Say-on-Frequency Proposal, the Company’s stockholders indicated their preference for one year as the frequency of holding future non-binding advisory Say-On-Pay Votes. In light of these results, and consistent with the recommendation of Company’s Board of Directors as set forth in Company’s proxy statement for the Annual Meeting, the Company has determined to hold future non-binding advisory Say-On-Pay votes annually until the next Say-On-Frequency vote, which is required to occur no later than the Company’s 2031 annual meeting of stockholders.

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.

		Vital Farms, Inc.
Dated: August 14, 2025		By:	/s/ Joanne Bal
			Joanne Bal
			General Counsel, Corporate Secretary and Head of Impact