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

Welcome to Sprouts Farmers Market's 2021 Annual Shareholder Meeting. I will now turn the call over to Brandon Lombardi.

Good morning. The 2021 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, Chief Legal Officer and Corporate Secretary of Sprouts, and I'll serve as Chairman of the meeting. Joining me is Derek Mirza, our Deputy General Counsel. I've appointed Derek as secretary of this meeting and as inspector and teller of election. I'm also joined by Jack Sinclair, our Chief Executive Officer and Board Member; and Denise Paulonis, our Chief Financial Officer; as well as our Board members: our Chairman, Joe Fortunato, along with Joel Anderson, Kristen Blum, Terri Funk Graham, Chip Molloy, Joe O'Leary and Doug Rauch. Along with us on the line today are representatives of PricewaterhouseCoopers, our independent auditor. PwC will be available 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 now report on the mailing of the proxy and notice of this meeting.

Thank you, Brandon. An affidavit of distribution for this meeting states that 28 records were processed and distributed to registered stockholders and that packages were mailed by Broadridge Financial Solutions commencing on April 9, 2021. The affidavit will be filed as part of the record of this meeting. Only stockholders of record on March 29, 2021, may vote at this meeting. A list of these stockholders as of the record date is available for inspection on our virtual meeting platform. I have counted over 86% of the issued and outstanding shares of common stock of the company present at this meeting and determined 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 II directors: Joseph Fortunato, Lawrence P. Molloy, Joseph D. O’Leary. The second order of business is a nonbinding vote on our executive compensation for fiscal 2020, commonly known as say-on-pay. The third and final order of business is a proposal to ratify the Audit Committee's appointment of PricewaterhouseCoopers as our independent auditor for fiscal 2021. The polls are now closed. Derek, please report on the voting results.

The 3 nominated directors each received a plurality of votes cast, each receiving over 92% of votes cast. A majority of the shares of common stock has approved the say-on-pay proposal, with approximately 91% of votes cast in favor of this proposal. 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 2021, with approximately 99% of votes cast in favor of the proposal. We will publicly file actual voting results for these proposals with the SEC on a Form 8-K within 4 business days.

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 slate of directors has been elected, the say-on-pay proposal has been approved and stockholders have ratified PricewaterhouseCoopers as the company's independent auditor for 2021. As there is no further business to come before the meeting, I declare the 2021 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 as no questions of general interest were received, 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.

This concludes Sprouts Farmers Market's 2021 Annual Shareholder Meeting. Thank you for joining. You may now disconnect.