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 22, 2024

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. o

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

On May 22, 2024, 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 three Class II 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 2023 (commonly referred to as “say-on-pay”); and (3) to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 29, 2024.

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 Proxy Statement, as filed with the Securities and Exchange Commission on April 5, 2024.

Proposal 1: Election of the three Class II directors listed below to serve for a three-year term expiring at the Company’s 2027 annual meeting of stockholders. Each director nominee was duly elected.

Proposal 2: Advisory vote on the compensation paid to the Company’s named executive officers for fiscal 2023. This proposal was approved.

Proposal 3: Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s 2024 fiscal year. This proposal was approved.

Item 8.01. Other Events.

On May 22, 2024, the Board of Directors (the “Board”) of Sprouts Farmers Market, Inc. (the “Company”) approved a new share repurchase authorization in the amount of $600 million. Under this new authorization, the Company’s shares of common stock may be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans. The repurchase program may be commenced, suspended or discontinued at any time. This new authorization replaces the Company’s existing share repurchase authorization and expires on May 22, 2027.

A copy of the press release issued by the Company with respect to the share repurchase authorization is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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.

Document

Exhibit 99.1

Sprouts Farmers Market Announces $600 Million Share Repurchase Authorization

PHOENIX, Ariz. (Business Wire) - May 23, 2024 – Sprouts Farmers Market, Inc. (Nasdaq: SFM) today announced that its Board of Directors authorized a new share repurchase program of $600 million of its common shares on May 22, 2024, which replaces our current authorization with nearly $120 million remaining. The shares may be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans. This share repurchase program may be commenced, suspended or discontinued at any time and expires on May 22, 2027.

“The extension of our ongoing share repurchase program demonstrates not only our strong cash flow generation, but also the Board's confidence in the company’s strategy and potential. We will continue to balance the deployment of capital to spur our growth and drive long-term value for our investors,” said Curtis Valentine, chief financial officer of Sprouts Farmers Market.

Forward-Looking Statements

Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact should be considered forward-looking statements that involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this release. These risks include those set out in the company’s Securities and Exchange Commission filings. The company intends these forward-looking statements to speak only as of the time of this release and does not undertake to update or revise them as more information becomes available, except as required by law.

Corporate Profile

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 32,000 team members and operates more than 410 stores in 23 states nationwide. To learn more about Sprouts, and the good it brings communities, visit about.sprouts.com.

Source: Sprouts Farmers Market, Inc

Phoenix, AZ

5/23/24