UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 30, 2017
Sprouts Farmers Market, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36029 |
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32-0331600 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
5455 E. High Street, Suite 111
Phoenix, Arizona 85054
(Address of principal executive offices and zip code)
(480) 814-8016
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On January 30, 2017, the Board of Directors of Sprouts Farmers Market, Inc. (the “Company”) approved amendments to the Company’s Bylaws to implement proxy access. Article II, Section 2.5 has been added to the Company’s Bylaws to permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholders and the nominees satisfy the requirements specified in the Bylaws. Proxy access will first be available to stockholders following the Company’s 2017 annual meeting of stockholders.
The foregoing description of the Company’s Bylaws, as amended and restated, is qualified in all respects by reference to the text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
(d)Exhibits
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Exhibit |
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Description |
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3.2 |
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Amended and Restated Bylaws of Sprouts Farmers Market, Inc., effective as of January 30, 2017 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SPROUTS FARMERS MARKET, INC. |
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Date: January 30, 2017 |
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By: |
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/s/ Brandon F. Lombardi |
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Name: |
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Brandon F. Lombardi |
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Title: |
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Chief Legal Officer and Corporate Secretary |
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Exhibit |
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Description |
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3.2 |
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Amended and Restated Bylaws of Sprouts Farmers Market, Inc., effective as of January 30, 2017 |
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