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SPROUTS FARMERS MARKET, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 16, 2014



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

On May 15, 2014, Sprouts Farmers Market, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") to consider and vote upon the following proposals: (1) to elect three Class I directors to serve until the 2017 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 2013 ("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, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 28, 2014.

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 definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on March 17, 2014.

Proposal 1: Election of the three Class I directors listed below to serve for a three-year term expiring at the Company's 2017 annual meeting of stockholders. All director nominees were duly elected.

Nominee For Withheld Broker Non-Votes Terri Funk Graham 113,083,005 352,145 2,128,883 George G. Golleher 112,492,422 942,728 2,128,883 Steven H. Townsend 112,925,203 509,947 2,128,883



Proposal 2: Advisory vote on the compensation paid to the Company's named executive officers for fiscal 2013. This proposal was approved.

For Against Abstain Broker Non-Votes 110,790,310 2,563,389 81,451 2,128,883 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 Broker Non-Votes 111,733,960 1,126,895 491,920 80,242 2,128,883



Proposal 4: Ratification of PricewaterhouseCoopers LLP as the Company's independent auditor. This proposal was approved.

For Against Abstain Broker Non-Votes 115,154,039 391,238 18,756 -



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Source: Edgar Glimpses


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