1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We maintain a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.
+Added: We maintain a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and is accumulated and communicated to our
+Added: management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.
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 December 29, 2024, the end of the period covered by this Annual Report on Form 10-K.
14 unchanged sentences
Not Applicable.
−Removed: Directors, Executive Of ficers and Corporate Governance
+Added: Directors, Executive Officers and Corporate Governance
The information required by this item will be contained in our definitive Proxy Statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders (referred to as the “Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended December 29, 2024, and is incorporated herein by reference.
3 unchanged sentences
The information contained on or accessible through our website is not incorporated by reference into this Annual Report on Form 10-K.
−Removed: Executi ve Compensation
+Added: Executive Compensation
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
−Removed: Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
1 unchanged sentence
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
−Removed: Principal Accou ntant Fees and Services
+Added: Principal Accountant Fees and Services
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
−Removed: Exhibits and Finan cial Statement Schedules
+Added: Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
14 unchanged sentences
2013 Incentive Plan (4)
−Removed: Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.
+Added: 10.1.2(a)* Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.
2013 Incentive Plan (4)
−Removed: 2019 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.
+Added: 10.1.2(b)* 2019 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.
2013 Incentive Plan for Chief Executive Officer (5)
−Removed: 2021 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.
+Added: 10.1.2(c)* 2021 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.
2013 Incentive Plan for Chief Financial Officer (6)
−Removed: 2022 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.
+Added: 10.1.2(d)* 2022 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc.
2013 Incentive Plan for President and Chief Operating Officer (7)
−Removed: 2018 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
+Added: 10.1.3(a)* 2018 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
2013 Incentive Plan (8)
−Removed: 2019 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
+Added: 10.1.3(b)* 2019 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
2013 Incentive Plan (9)
−Removed: 2019 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
+Added: 10.1.3(c)* 2019 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
2013 Incentive Plan for Chief Executive Officer (5)
−Removed: 2020 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
+Added: 10.1.3(d)* 2020 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
2013 Incentive Plan (10)
−Removed: 2021 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
+Added: 10.1.3(e)* 2021 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
2013 Incentive Plan (11)
−Removed: 2022 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
+Added: 10.1.3(f)* 2022 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
2013 Incentive Plan (12)
6 unchanged sentences
and Wells Fargo Securities, LLC as syndication agents, Truist Bank and PNC Bank, N.A.
−Removed: as documentation agents, and BofA Securities, Inc., BMO Capital Markets
−Removed: Corp., JPMorgan Chase Bank, N.A.
+Added: 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)
5 unchanged sentences
2022 Omnibus Incentive Compensation Plan (13)
−Removed: Form of Restricted Stock Unit Agreement under the Sprouts Farmers Market, Inc.
+Added: 10.9.1(a)* Form of Restricted Stock Unit Agreement under the Sprouts Farmers Market, Inc.
2022 Omnibus Incentive Compensation Plan (13)
−Removed: Form of Restricted Stock Unit Agreement under the Sprouts Farmers Market, Inc.
+Added: 10.9.1(b)* Form of Restricted Stock Unit Agreement under the Sprouts Farmers Market, Inc.
2022 Omnibus Incentive Compensation Plan for Board of Directors (2)
5 unchanged sentences
2022 Omnibus Incentive Compensation Plan (20)
+Added: 10.9.5* 2024 Form of Performance Share Award Agreement under Sprouts Farmers Market, Inc.
+Added: 2022 Omnibus Incentive Compensation Plan (21)
10.10* Sprouts Farmers Market, Inc.
2 unchanged sentences
to Curtis Valentine, signed October 27, 2023 (2 2 )
+Added: 19 Sprouts Farmers Market, Inc.
+Added: Policy Statement on Inside Information and Insider Trading for Officers, Directors and Team Members
21.1 List of subsidiaries
8 unchanged sentences
Compensation Recoupment Policy adopted November 15, 2023 (23)
−Removed: Inline XBRL Instance Document
−Removed: Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
+Added: 101.INS Inline XBRL Instance Document
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
24 unchanged sentences
(20) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2023, and incorporated herein by reference.
+Added: (21) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2024, and incorporated herein by reference.
(22) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on October 31, 2023, and incorporated herein by reference.
+Added: (23) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 22, 2024, and incorporated herein by reference.
Form 10-K Summary
6 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: Director and Chief Executive Officer
+Added: Signature Title Date
+Added: Sinclair Director and Chief Executive Officer
(Principal Executive Officer)
February 20, 2025
−Removed: /s/ Curtis Valentine
−Removed: Curtis Valentine
−Removed: Chief Financial Officer
+Added: /s/ Curtis Valentine Chief Financial Officer
(Principal Financial Officer)
February 20, 2025
−Removed: Vice President, Controller
+Added: Curtis Valentine
+Added: Hilgendorf Vice President, Controller
(Principal Accounting Officer)
February 20, 2025
−Removed: /s/ Joseph Fortunato
+Added: /s/ Joseph Fortunato Chairman of the Board February 20, 2025
Joseph Fortunato
−Removed: Chairman of the Board
−Removed: February 22, 2024
−Removed: February 22, 2024
−Removed: February 22, 2024
+Added: Anderson Director February 20, 2025
+Added: Avula Director February 20, 2025
/s/ Kristen E.
−Removed: February 22, 2024
−Removed: /s/ Terri Funk Graham
+Added: Blum Director February 20, 2025
+Added: /s/ Terri Funk Graham Director February 20, 2025
Terri Funk Graham
−Removed: February 22, 2024
/s/ Joseph D.
−Removed: February 22, 2024
+Added: O’Leary Director February 20, 2025
/s/ Douglas G.
−Removed: February 22, 2024
+Added: Rauch Director February 20, 2025
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.