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) February 20, 2020

Sprouts Farmers Market, Inc.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Doug G. Rauch to the Board of Directors

On February 20, 2020, Sprouts Farmers Market, Inc. (the “Company”) announced the appointment of Doug. G. Rauch to its Board of Directors effective February 25, 2020, as a Class I director with a term expiring at the Company’s 2020 annual meeting of stockholders.  Mr. Rauch will serve on the Audit Committee of the Board.

Mr. Rauch will participate in the standard compensation plan for the Company’s independent directors, including eligibility to receive equity grants pursuant to the Company’s 2013 Incentive Plan, as described in the Company’s proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 18, 2019. Mr. Rauch will also enter into the Company’s form of director and officer indemnification agreement, included as Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed with the SEC on February 21, 2019.  

There are no related party transactions between the Company and Mr. Rauch that would require disclosure under Item 404(a) of Regulation S-K.  There is no arrangement or understanding pursuant to which Mr. Rauch was elected as a director. The size of the Board of Directors will increase from seven to eight members.

On February 20, 2020, the Company issued a press release announcing the appointment of Mr. Rauch to its Board of Directors. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

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.