---
schema_version: "secwatch.filing_event.v1"
accession: "0001575515-25-000199"
form_type: "8-K"
ticker: "SFM"
cik: "0001575515"
company_name: "Sprouts Farmers Market, Inc."
filed_at: "2025-05-23T23:59:59+00:00"
generated_at: "2026-05-20T14:22:43.862575+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Sprouts shareholders approve declassifying board by 2028 annual meeting

## Summary
- Stockholders voted 78.8M for, 48.7K against to amend certificate to phase out classified board by 2028.
- Directors Kristen E. Blum and Jack L. Sinclair elected with 74.3M and 77.7M 'for' votes respectively.
- Say-on-pay advisory resolution approved with 69.9M for, 8.9M against.
- PricewaterhouseCoopers ratified as auditor for fiscal 2025 with 87.2M for, 924.8K against.
- Amendments filed with Delaware Secretary of State on May 23, 2025; conforming bylaw changes also effective.

## SEC filing metadata
- accession: 0001575515-25-000199
- form_type: 8-K
- ticker: SFM
- cik: 0001575515
- company_name: Sprouts Farmers Market, Inc.
- filed_at: 2025-05-23T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1575515/000157551525000199/0001575515-25-000199-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1575515/000157551525000199/sfm-20250521.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001575515-25-000199
- JSON: https://secwatch.observer/filing/0001575515-25-000199.json
- Plain text: https://secwatch.observer/filing/0001575515-25-000199.txt

## Key facts
- Governance Changes
  Sprouts Farmers Market, Inc.: Conforming amendments to Bylaws to provide that directors may be removed with or without cause, effective upon approval of the Declassification Amendment (effective 2025-05-21).
  - Change: bylaw amendment
  - Effective: 2025-05-21
  source text: in connection with the Declassification Amendment, the Board previously approved conforming amendments to the Company’s Second Amended and Restated Bylaws (as amended, the “Third Amended and Restated Bylaws”) to provide that directors may be removed with or without cause, which became effective upon the approval of the Declassification Amendment at the Annual Meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1575515/000157551525000199/0001575515-25-000199-index.htm
- Governance Changes
  Sprouts Farmers Market, Inc.: Declassified the Board of Directors in phases, providing for annual election of the entire Board by 2028 and allowing removal with or without cause after transition (effective 2025-05-23).
  - Change: charter amendment
  - Effective: 2025-05-23
  source text: On May 21, 2025, Sprouts Farmers Market, Inc. (the “Company”) held its annual meeting of stockholders (“Annual Meeting”), at which the stockholders voted in favor of an amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to declassify the Company’s board of directors (the “Board”) in phases and provide for the annual election of the entire Board for one-year terms, such that the Board will be fully declassified by the 2028 annual meeting of stockholders (the “Declassification Amendment”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1575515/000157551525000199/0001575515-25-000199-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.