Vital Farms (NASDAQ: VITL) holders approve directors, KPMG and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Vital Farms, Inc. reported the results of its annual stockholder meeting held on June 10, 2026. Stockholders elected Russell Diez-Canseco and Kelly Kennedy to serve as directors until the 2029 annual meeting and until their successors are elected and qualified.

Investors also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 27, 2026. In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement filed on April 27, 2026.

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.

Key Figures

Director vote – Russell Diez-Canseco: 22,296,432 votes for; 5,552,204 withheld; 7,551,586 broker non-votes Director vote – Kelly Kennedy: 22,047,980 votes for; 5,800,656 withheld; 7,551,586 broker non-votes Auditor ratification – KPMG LLP: 35,004,645 for; 374,653 against; 20,924 abstained +1 more

4 metrics

Director vote – Russell Diez-Canseco 22,296,432 votes for; 5,552,204 withheld; 7,551,586 broker non-votes Election to serve until 2029 annual meeting

Director vote – Kelly Kennedy 22,047,980 votes for; 5,800,656 withheld; 7,551,586 broker non-votes Election to serve until 2029 annual meeting

Auditor ratification – KPMG LLP 35,004,645 for; 374,653 against; 20,924 abstained Fiscal year ending December 27, 2026

Say-on-pay advisory vote 25,303,758 for; 2,246,660 against; 298,218 abstained; 7,551,586 broker non-votes Compensation of named executive officers

Key Terms

broker non-votes, independent registered public accounting firm, non-binding, advisory basis, annual meeting of stockholders, +1 more

5 terms

broker non-votes financial

"Votes For | | Votes Against | | Abstained | | Broker Non-Votes 25,303,758 | | 2,246,660 | | 298,218 | | 7,551,586"

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

"Stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026."

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.

non-binding, advisory basis financial

"Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement."

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

annual meeting of stockholders financial

"Vital Farms, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 10, 2026."

named executive officers financial

"Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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Understanding 8-K Material Events →

06/16/2026 - 08:05 AM

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): June 10, 2026

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 A100 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. ☐

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

Vital Farms, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 10, 2026. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”).

Proposal No. 1: Stockholders elected each of the two nominees to serve as directors until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified. The votes were cast as follows:


Name	Votes For	Votes Withheld	Broker Non-Votes
Russell Diez-Canseco	22,296,432	5,552,204	7,551,586
Kelly Kennedy	22,047,980	5,800,656	7,551,586

Proposal No. 2: Stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026. The votes were cast as follows:


Votes For	Votes Against	Abstained
35,004,645	374,653	20,924

Proposal No. 3: Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The votes were cast as follows:


Votes For	Votes Against	Abstained	Broker Non-Votes
25,303,758	2,246,660	298,218	7,551,586

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: June 16, 2026	By:	/s/ Joanne Bal
		Joanne Bal
		Chief Legal Officer, Corporate Secretary and Head of Impact

Source: View Original Filing on SEC EDGAR

FAQ

What did Vital Farms (VITL) stockholders decide at the June 2026 annual meeting?

Stockholders elected two directors, ratified KPMG LLP as auditor, and approved executive compensation on an advisory basis. These governance decisions confirm the existing board slate, external auditor, and pay programs disclosed in the April 27, 2026 proxy statement.

Which directors were elected at the Vital Farms (VITL) 2026 annual meeting?

Stockholders elected Russell Diez-Canseco and Kelly Kennedy as directors. Each will serve until the 2029 annual meeting and until a successor is duly elected and qualified, maintaining continuity on the company’s board of directors for the next several years.

Which audit firm do Vital Farms (VITL) stockholders ratify for fiscal 2026?

Stockholders ratified KPMG LLP as Vital Farms’ independent registered public accounting firm for the fiscal year ending December 27, 2026. This ratification supports the continued engagement of KPMG to audit the company’s financial statements for that fiscal period.

How did Vital Farms (VITL) stockholders vote on executive compensation?

Stockholders approved, on a non-binding advisory basis, the compensation of Vital Farms’ named executive officers. The vote related to the pay programs and amounts disclosed in the April 27, 2026 proxy statement rather than setting any new compensation terms directly.

Was the Vital Farms (VITL) say-on-pay vote binding on the company?

The say-on-pay vote was non-binding and advisory only. It provides feedback on the compensation of named executive officers as disclosed in the proxy statement, while ultimate compensation decisions remain with the board and its compensation committee.

What was the date of the Vital Farms (VITL) 2026 annual stockholder meeting?

The annual meeting of stockholders was held on June 10, 2026. At that meeting, investors voted on director elections, auditor ratification for the fiscal year ending December 27, 2026, and a non-binding advisory resolution on executive compensation.

Filing Exhibits & Attachments

1 document