8-K

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 24, 2022

Sprouts Farmers Market, Inc.

(Exact name of registrant as specified in its charter)

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):

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

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Hari Avula to the Board of Directors

On May 24, 2022, Sprouts Farmers Market, Inc. (the “Company”) announced the appointment of Hari Avula to its Board of Directors as a Class II director with a term expiring at the Company’s 2024 annual meeting of stockholders. Mr. Avula will serve on the Audit and Risk Committees of the Board.

Mr. Avula 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 8, 2022. Mr. Avula will also enter into the Company’s form of director and officer indemnification agreement, included as Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2022.

There are no related party transactions between the Company and Mr. Avula that would require disclosure under Item 404(a) of Regulation S-K. Mr. Avula currently serves as Chief Financial and Strategy Officer of Clif Bar & Company. During the ordinary course of the Company’s business, it purchases certain products from brands owned by Clif Bar; however, Mr. Avula does not have a direct or indirect material interest in such transactions. There is no arrangement or understanding pursuant to which Mr. Avula was elected as a director. The size of the Board of Directors will increase from seven to eight members.

On May 24, 2022, the Company issued a press release announcing the appointment of Mr. Avula to its Board of Directors. 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

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.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Sprouts Farmers Market Appoints Hari Avula to its Board of Directors

PHOENIX, May 24, 2022 (Globe Newswire) – Sprouts Farmers Market, Inc. (Nasdaq: SFM) today announced the addition of Hari Avula to its board of directors.

“I’m excited to welcome Hari to our board,” said Jack Sinclair, chief executive officer and a director of Sprouts Farmers Market. “Hari’s financial acumen and strategic experience at companies of scale will be highly valuable as we continue to grow.”

Avula has served as chief financial and strategic officer of Clif Bar & Company since May 2021, where he leads the financial management and enterprise strategy functions for the nutritious and organic food company. Avula joined Clif Bar from Walgreens Boots Alliance Inc., (NASDAQ: WBA) where he served as chief financial officer of global business transformation and digital/IT from 2020 to 2021 and chief financial officer of retail pharmacy USA from 2017 to 2020. Prior to joining Walgreens, Avula spent over 22 years at PepsiCo, Inc. (NASDAQ: PEP) in a variety of financial and strategic roles, culminating as chief financial officer for Frito Lay North America from 2015 to 2017.

“I am thrilled and humbled to join the Sprouts board,” said Avula. “I have long-admired Sprouts for supporting wellness in its communities, and I look forward to working with the board and management team as Sprouts continues to fulfill its mission of broadening access to healthy living options.”

About Sprouts Farmers Market

Sprouts is the place where goodness grows. 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 approximately 380 stores in 23 states nationwide. To learn more about Sprouts, and the good it brings communities, visit about.sprouts.com.