Sprouts Farmers Market, Inc. (SFM) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Sprouts Farmers Market Annual Meeting. [Operator Instructions] I would like to hand the conference over to your speaker today, Mr. Brandon Lombardi. Sir, please go ahead.

Good morning. The 2020 virtual annual stockholder meeting of Sprouts Farmers Market will now come to order. Voting on all proposals is open by inputting your 16-digit control number, as indicated in our virtual meeting platform. I'm Brandon Lombardi, Corporate Secretary, and I'll serve as Chairman of the meeting. Joining me is Derek Mirza, Deputy General Counsel. I've appointed Derek as secretary of this meeting and inspector and teller of election. I'm joined by Jack Sinclair, our Chief Executive Officer and Board Member; and Denise Paulonis, our Chief Financial Officer; as well as our Board of Directors: our Chairman, Joe Fortunato; along with Joel Anderson, Kristen Blum, Terri Funk Graham, Chip Molloy, Joe O'Leary and Doug Rauch. Also with us on the line today are representatives of PricewaterhouseCoopers, our independent auditor. Pricewaterhouse will be able to respond to questions during our Q&A session. Now we will proceed with the formal business matters that were set forth in our proxy statement. Derek will report on the mailing of the proxy and notice of this meeting.

Thank you, Brandon. An affidavit of distribution for this meeting states that 39 records were processed and distributed, and that packages were mailed by Broadridge Financial Solutions commencing on March 16, 2020. The affidavit will be filed as part of the record of this meeting. Only stockholders of record on March 2, 2020, may vote at this meeting. A list of stockholders, as of the record date, is available for inspection on our virtual meeting platform. I have counted a majority of the issued any outstanding shares of common stock of the company present at this meeting and determine that we do have a quorum.

Based on Derek's report, I declare that a quorum is present, and that the meeting may proceed. We will now vote on the matters that were included in the notice and proxy statement. After we have voted on these matters, Derek will provide his report. The first order of business is the election of 3 Class 1 Directors, Joel Anderson, Terri Funk Graham and Doug Rauch. The second order of business is a nonbinding vote on our executive compensation for fiscal 2019, commonly known as say-on-pay. The third order of business is a nonbinding vote on the frequency of future say-on-pay votes, commonly known as say-on-frequency. The final order of business is a proposal to ratify the audit committee's appointment of PricewaterhouseCoopers as our independent auditor for fiscal 2020. The polls are now closed. Derek, please report on the voting results.

Brandon, the 3 nominated Directors each received a plurality of votes cast. A majority of shares of common stock has approved the say-on-pay proposal with approximately 91% voting in favor of the proposal. A majority of the shares of common stock have selected 1 year for the say-on-frequency proposal, with 1 year receiving approximately 94% of the shares voted. And a majority of the shares of common stock has approved the ratification of the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for fiscal 2020, with approximately 99% of shares voted in favor of the proposal.

Thank you, Derek. As Chairman of the meeting, I hereby adopt the report of the Teller of Election as the official vote of the stockholders and declare that the state -- the slate of Directors has been elected. The say-on-pay proposal has been approved, 1 year has been selected for the say-on-frequency proposal and stockholders have ratified PricewaterhouseCoopers as the company's independent auditor for 2020. As there is no further business to come before the meeting, I declare the 2020 Annual Stockholders Meeting of Sprouts Farmers Market adjourned. Our meeting platform has been open for questions from stockholders prior to and during the meeting, but no questions were received. So with that, I want to thank you for attending today's virtual annual stockholder meeting and for your continued interest and investment in Sprouts Farmers Market. Thank you.

Ladies and gentlemen, thank you for participating. You may now disconnect. Everyone, have a great day.