SFM Sprouts Farmers Market, Inc. - 8-K

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.

Nominee

For

Withheld

Broker Non-Votes

Joel D. Anderson

75,150,044

1,721,743

7,043,924

Terri Funk Graham

72,609,684

4,262,103

7,043,924

Proposal 2 : Advisory vote on the compensation paid to the Company’s named executive officers for fiscal 2025. This proposal was approved.

For

Against

Abstain

Broker Non-Votes

72,173,806

4,547,676

150,305

7,043,924

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 Year

Two Years

Three Years

Abstain

74,207,691

24,847

2,480,289

158,960

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.

For

Against

Abstain

Broker Non-Votes

82,292,032

1,549,962

73,717

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