What changed in this filing

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Item 9A. Controls and Procedures

2023-03-02 compared with 2022-02-24 · 71 added, 23 removed, 129 unchanged (42% of the section changed)

3 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures under the Exchange Act as of January 1, 2023, the end of the period covered by this Annual Report on Form 10-K.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 2, 2022, our disclosure controls and procedures are effective.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 1, 2023, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

9 unchanged sentences

Other Information

Second Amended and Restated Bylaws

On February 28, 2023, our board adopted and approved the second amended and restated bylaws (the “Bylaws”), effective February 28, 2023, to:

Require any stockholder delivering a director nomination notice to comply with Rule 14a-19(a) under the Exchange Act, certify that such stockholder has met the requirements of Rule 14a-19(a) and deliver reasonable evidence of such compliance to the Company;

Require that the information provided in any director nomination notice or notice for any other business be updated and supplemented, if necessary, to be true and correct as of (i) the record date of the stockholder meeting and (ii) the date that is ten business days prior to the date of the stockholder meeting;

Require stockholders nominating director candidates and any proposed nominee, or stockholders proposing other business, to furnish any additional information as may be reasonably required for the Board’s review within ten business days after it has been requested by the Board;

Clarify that, if after a stockholder delivers a director nomination notice, such stockholder subsequently fails either (i) to comply with the requirements of Rule 14a-19 or (ii) provide satisfactory evidence of compliance to the Company, then such stockholder’s nomination(s) will be deemed null and void;

Require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;

Reflect updates to requirements about adjournment procedures and stockholder lists at stockholder meetings, consistent with recent amendments to the Delaware General Corporation Law.

The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, filed as Exhibit 3.2 to this Annual Report on Form 10-K and incorporated herein by reference.

Annual Bonus Plan

On February 28, 2023, the Compensation Committee of our board (the “Compensation Committee”) approved the Sprouts Farmers Market, Inc.

Annual Bonus Plan (the “Cash Plan”).

The Cash Plan provides a means of rewarding employees designated as Participants with cash awards based on the performance of the Company and, where appropriate, a Participant’s personal performance (“Awards”).

A copy of the Cash Plan is being filed as Exhibit 10.12 to this Annual Report on Form 10-K, and the following summary is qualified in its entirety by the provisions of the Cash Plan.

Capitalized terms used without definition have the meanings set out in the Cash Plan.

The Cash Plan shall be administered by, for each Participant that is an executive officer, the Compensation Committee, and for other Participants, the Chief Executive Officer of the Company or other executive designated by the Chief Executive Officer (the “Administrator”).

The Administrator shall determine the Participants for each Performance Period, each Participant’s Target Award and the applicable Performance Goals.

Performance Periods under the Cash Plan shall be the fiscal year of the Company or any other period designated by the Administrator with respect to which an Award may be earned.

For any Performance Period, the Performance Goals selected by the Administrator may be goals of the Company or the Participant, measured either individually, alternatively or in any combination, and measured on an absolute basis or relative to one or more peer companies or indices or any combination thereof.

The criteria for the Performance Goals may include one or more of the criteria included in the Cash Plan or such other criteria selected by the Administrator.

A Participant will be eligible to earn an Award for a Performance Period based on his or her Target Award and the level of achievement of the Performance Goals;

provided that the Administrator may increase or decrease the amount payable pursuant to an Award in its sole discretion.

The Administrator shall determine achievement of the Performance Goals and the Award, if any, that will be paid by the Company to each Participant, as soon as practicable following the final determination of the Company’s financial results for the relevant Performance Period.

Payment of the Awards determined by the Administrator shall be made in or around March of the calendar year immediately following the last day of the relevant Performance Period.

The Administrator may permit a Participant to defer receipt of an Award, consistent with the applicable requirements of Section 409A of the Code.

No Participant shall have any right to receive payment of an Award under the Cash Plan for a Performance Period unless the Participant remains in the employ of the Company through the payment date for the Award unless otherwise determined by the Administrator.

The Cash Plan is an unfunded incentive compensation plan and has no set expiration date.

The Compensation Committee may amend or terminate the Cash Plan at any time.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

7 unchanged sentences

The information contained on or accessible through our website is not incorporated by reference into this Annual Report on Form 10-K.

Executi ve Compensation

16 unchanged sentences

Certificate of Incorporation of Sprouts Farmers Market, Inc.

Amended and Restated Bylaws of Sprouts Farmers Market, Inc.

Second Amended and Restated Bylaws of Sprouts Farmers Market, Inc.

Description of Sprouts Farmers Market, Inc.

Securities (3)

Sprouts Farmers Market, Inc.

8 unchanged sentences

2013 Incentive Plan for Chief Financial Officer (5)

2022 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.

2013 Incentive Plan for President and Chief Operating Officer (6)

2018 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.

8 unchanged sentences

2013 Incentive Plan (10)

2022 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.

2013 Incentive Plan (11)

Form Notice of Amendment to Outstanding Awards granted under the Sprouts Farmers Market, Inc.

2013 Incentive Plan (12)

Offer Letter, dated August 31, 2021, from Sprouts Farmers Market, Inc.

5 unchanged sentences

and its directors and officers (15)

Amended and Restated Credit Agreement, dated as of March 27, 2018, among Sprouts Farmers Market, Inc., Sprouts Farmers Markets Holdings, LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as Syndication Agent, and BMO Harris Bank N.A., Coöperatieve Centrale Raiffeisen –

Boerenleenbank, B.A.

“Rabobank Nederland,”

New York Branch, Wells Fargo Bank, N.A., and SunTrust Bank, as Documentation Agents (15)

Amendment No.

1 to Amended and Restated Credit Agreement, dated as of March 6, 2019, among Sprouts Farmers Markets Holdings, LLC, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (16)

Credit Agreement, dated as of March 25, 2022, among Sprouts Farmers Market, Inc., Sprouts Farmers Markets Holdings, LLC, the lenders named therein, Bank of America, N.A., as administrative agent, issuing bank and swingline lender, JPMorgan Chase Bank, N.A., as sustainability structuring agent, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A.

and Wells Fargo Securities, LLC as syndication agents, Truist Bank and PNC Bank, N.A.

as documentation agents, and BofA Securities, Inc., BMO Capital Markets Corp., JPMorgan Chase Bank, N.A.

and Wells Fargo Securities, LLC as joint bookrunners and joint lead arrangers (16)

Form of Confidentiality, Non-Competition, and Non-Solicitation Agreement (17)

1 unchanged sentence

Deli, Cheese, and Bakery Distribution Agreement, dated as of February 12, 2016, by and between SFM, LLC dba Sprouts Farmers Market and KeHE Distributors, LLC (19)

Offer Letter from Sprouts Farmers Market, Inc., to Nicholas Konat, dated January 25, 2022 (6)

Letter Agreement between Sprouts Farmers Market, Inc.

and Gil Phipps, dated February 18, 2022 (6)

Letter Agreement, dated May 25, 2022, by and between Sprouts Farmers Market and Gil Phipps (12)

Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan (12)

Form of Restricted Stock Unit Agreement under the Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan (12)

Form of Restricted Stock Unit Agreement under the Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan for Board of Directors

2022 Form of Performance Share Award Agreement under the Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan (12)

Form of Stock Option Award Agreement under the Sprouts Farmers Market, Inc.

2022 Omnibus Incentive Compensation Plan(12)

Sprouts Farmers Market, Inc.

Annual Bonus Plan

List of subsidiaries

14 unchanged sentences

Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment previously submitted separately to the SEC.

* Management contract or compensatory plan or arrangement.

(1) Filed as an exhibit to Amendment No.

1 unchanged sentence

333-188493) filed with the SEC on July 29, 2013, and incorporated herein by reference.

(2) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on January 30, 2017, and incorporated herein by reference.

(3) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 20, 2020, and incorporated herein by reference.

(2) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on May 5, 2015, and incorporated herein by reference.

2 unchanged sentences

(5) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on September 22, 2021, and incorporated herein by reference.

(6) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2022, and incorporated herein by reference

(7) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2018, and incorporated herein by reference.

2 unchanged sentences

(10) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021, and incorporated herein by reference.

(11) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2022, and incorporated herein by reference.

(12) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on May 27, 2022, and incorporated herein by reference.

(13) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on August 31, 2021, and incorporated herein by reference.

3 unchanged sentences

(16) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on March 25, 2022, and incorporated herein by reference.

(16) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on March 7, 2019, and incorporated herein by reference.

(17) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2015, and incorporated herein by reference.

4 unchanged sentences

SPROUTS FARMERS MARKET, INC.

February 24, 2022

March 2, 2023

/s/ Lawrence P.

3 unchanged sentences

(Principal Executive Officer)

February 24, 2022

March 2, 2023

/s/ Lawrence P.

Chief Financial Officer (Principal Financial Officer)

February 24, 2022

March 2, 2023

Vice President, Controller (Principal Accounting Officer)

February 24, 2022

March 2, 2023

/s/ Joseph Fortunato

1 unchanged sentence

Chairman of the Board

February 24, 2022

March 2, 2023

/s/ Kristen E.

February 24, 2022

March 2, 2023

/s/ Terri Funk Graham

Terri Funk Graham

February 24, 2022

March 2, 2023

/s/ Joseph D.

1 unchanged sentence

O’Leary

February 24, 2022

March 2, 2023

/s/ Douglas G.

February 24, 2022

March 2, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures