UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

SpartanNash Company

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Thank you for your investment in SpartanNash, and for the confidence you have entrusted in the Company’s Board of Directors and Executive Leadership Team. The grocery industry continued to face significant headwinds in 2024, including declining volumes and rising input costs. Despite the dynamic environment, benefits from the Company’s strategic plan were able to offset most of those macroeconomic pressures.

The Board and I remain pleased with the Executive Leadership Team’s execution of its strategic plan. This past year, SpartanNash improved margins and increased Retail segment net sales, supported by its recent acquisitions. On the Wholesale side of the business, the Company improved segment profitability and further optimized its distribution network.

The Board maintains its regular schedule of engagement with the Executive Leadership Team beyond just quarterly Board meetings. The Board is focused on strategy, talent development, organic growth, capital allocation, and M&A execution. With those key areas of focus in mind, we welcomed our newest independent director in 2024. Dorlisa Flur’s extensive experience in grocery distribution, retail, warehousing and logistics enables her to provide counsel on implementing sustainable growth initiatives that generate value. Additionally, her 16 years of consulting and strategic M&A work during her tenure at McKinsey & Company brings additional expertise to our Board.

We will continue to prioritize Board refreshment and succession planning to ensure we have the right Board to support the Company’s future growth and strategic plan. The elements of the plan are designed to drive sustainable results, unlock shareholder value, and increase total shareholder return.

I would like to thank SpartanNash Associates for their commitment and hard work, which have been instrumental to the implementation of Our Winning Recipe®.

Thank you again for your investment in SpartanNash.

With gratitude,

Douglas A. Hacker
Chairman of the Board of Directors

Since joining SpartanNash, I have had the privilege of leading a team that is transforming the Company into a People First, high-performance organization. The investments we have made in our culture continue to reap rewards. In 2024, our 90-day new hire retention rate increased by 4%(1), and we earned national recognition as a top employer by Newsweek®, Great Place to Work®, U.S. News & World Report®, and Best and Brightest Companies to Work For®. We have also become an industry leader in Associate safety, reducing our lost-time incidents by 83%(2) since 2020. I want to thank our leaders for their steadfast commitment to creating Careers for a Better Life for our growing family of Associates.

Reflecting on our 2024 performance, we also made notable strides to improve our Wholesale customer profitability, creating new efficiencies in our distribution network to further optimize our footprint and streamline processes. These actions have contributed to improvement in our throughput rate(3) since launching Our Winning Recipe® in 2021.

To complement our margin-enhancing initiatives, we also implemented a new cost leadership plan and tested innovative loyalty and merchandising programs. Introduced in 2024, our Customer Value Proposition (“CVP”) leverages consumer insights and best practices in our Retail stores to deliver greater freshness, value and convenience for our shoppers. Our CVP program encompasses our enhanced category planning, store remodels, shopper loyalty strategies and more; and we extend the learnings from our CVP to help our independent customers grow their businesses.

In addition to our organic growth programs, in 2024 we completed the acquisitions of Metcalfe’s Market, Fresh Encounter, and Markham Enterprises. In aggregate, these deals added 55 locations to our Retail portfolio.

Some additional highlights from fiscal 2024 include:

In 2024, we also made progress with our corporate responsibility efforts. These efforts are aligned with our strategic priorities and Core Capabilities – people, operational excellence and insights that drive solutions. An in-depth update is available in the 2024 Corporate Responsibility Report, located on spartannash.com.

We are energized by the momentum we have gained going into 2025, but we are not yet satisfied. We are taking a practical and methodical approach to mitigate the macroeconomic pressures that our industry is facing. It will take imagination, desire, discipline and sheer will to Finish Every Mission associated with our strategic plan. I am confident we have the right team and the right capabilities to continue growing top-line revenue and profitability while capturing market share. We remain steadfast in our commitment to drive results and maximize shareholder value.

On behalf of the Board of Directors, our Executive Leadership Team, and our Associates, thank you for your continued support and investment in SpartanNash.

Glad to be here,

Tony Bashir Sarsam

President and Chief Executive Officer

Forward-Looking Statements

The matters discussed in this proxy statement and the accompanying materials include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), about the plans, strategies, objectives, goals or expectations of the Company. These forward-looking statements may be identifiable by words or phrases indicating that the Company or management "expects," "projects," "anticipates," "plans," "believes," "intends," or "estimates," or that a particular occurrence or event "may," "could," "should," "will" or "will likely" result, occur or be pursued or "continue" in the future, that the "outlook," "trend," "guidance" or "target" is toward a particular result or occurrence, that a development is an "opportunity," "priority," "strategy," "focus," that the Company is "positioned" for a particular result, or similarly stated expectations. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this proxy statement. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies may affect actual results and could cause actual results to differ materially. These risks and uncertainties include the Company's ability to compete in an extremely competitive industry; the Company's dependence on certain major customers; the Company's ability to implement its growth strategy and transformation initiatives; the Company's ability to implement its growth strategy through acquisitions and successfully integrate acquired businesses; disruptions to the Company's information technology systems and security network, including security breaches and cyber-attacks; impacts to the availability and performance of the Company's information technology systems; changes in relationships with the Company's vendor base; changes in product availability and product pricing from vendors; macroeconomic uncertainty, including rising inflation, potential economic recession, tariffs and increasing interest rates; difficulty attracting and retaining well-qualified Associates and effectively managing increased labor costs; failure to successfully retain or manage transitions with executive leaders and other key personnel; changes in the geopolitical conditions; impairment charges for goodwill or other long-lived assets; impacts to the Company's business and reputation due to focus on environmental, social and governance matters; customers to whom the Company extends credit or for whom the Company guarantees loans may fail to repay the Company; disruptions associated with severe weather conditions and natural disasters, including effects from climate change; disruptions associated with disease outbreaks; the Company's ability to manage its private brand program for U.S. military commissaries, including the termination of the program or not achieving the desired results; the Company's level of indebtedness; interest rate fluctuations; the Company's ability to service its debt and to comply with debt covenants; changes in government regulations; labor relations issues; changes in the military commissary system, including its supply chain, or in the level of governmental funding; product recalls and other product-related safety concerns; cost increases related to multi-employer pension plans; and other risks and uncertainties listed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's most recent Annual Report on Form 10-K and in subsequent filings with the Securities and Exchange Commission. Additional risks and uncertainties not currently known to the Company or that the Company currently believes are immaterial also may impair its business, operations, liquidity, financial condition and prospects. The Company undertakes no obligation to update or revise its forward-looking statements to reflect developments that occur or information obtained after the date of this letter.

The 2025 Annual Meeting of Shareholders (including any adjournments, postponements, or continuations thereof, the “Annual Meeting”) of SpartanNash Company (the “Company”) is scheduled to be held virtually on May 21, 2025, at 10:00 a.m., Eastern Daylight Time. At the Annual Meeting, we will consider and vote on the matters listed below.

MEETING DETAILS

VOTING MATTERS

The foregoing items are described more fully in the accompanying proxy statement.

Only shareholders of record of the Company’s common stock as of the close of business on March 24, 2025, or their duly designated proxies, are entitled to notice of and to vote at the Annual Meeting. Such shareholders are urged to submit a proxy card, even if their shares were sold after such date.

The 2025 Annual Meeting of Shareholders will once again be held in a virtual format to provide a safe experience for our shareholders and Associates. The Annual Meeting will be held online via a live webcast at https://www.cesonlineservices.com/sptn25_vm. You may only participate in the virtual meeting by registering in advance at https://www.cesonlineservices.com/sptn25_vm prior to the deadline of 10:00 a.m. Eastern Daylight Time on May 20, 2025. Please have your voting instruction form, proxy card or other communication containing your control number available and follow the instructions to complete your registration request. Upon completing registration, participants will receive further instructions via email, including unique links that will allow them to access the Annual Meeting and will permit them to submit questions during the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Ileana McAlary

Executive Vice President, Chief Legal Officer

and Corporate Secretary

April 1, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 21, 2025: The Company’s proxy statement and annual report to shareholders for the fiscal year ended December 28, 2024, are currently available for viewing online at www.proxyvote.com.

In this proxy statement, we refer to SpartanNash Company as “SpartanNash,” the “Company,” “we,” and “us,” the Company’s Board of Directors as the “Board” and the Company’s 2025 Annual Meeting of Shareholders, including any adjournments, postponements, or continuations thereof, as the “Annual Meeting.” We refer to the fiscal year ending January 3, 2026 as “fiscal 2025,” the fiscal year ended December 28, 2024 as “fiscal 2024,” the fiscal year ended December 30, 2023 as “fiscal 2023,” and the fiscal year ended December 31, 2022 as “fiscal 2022,” and references to a “year” made in connection with our financial information or operating results are to the fiscal year, unless otherwise stated.

On or about April 1, 2025, this proxy statement, the Company’s annual report to shareholders for fiscal 2024, and a proxy card were first mailed to our shareholders entitled to notice of and to vote at the Annual Meeting.

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider. You should carefully read this entire proxy statement and the Company’s annual report to shareholders for fiscal 2024 before voting.

ANNUAL MEETING OF SHAREHOLDERS

WAYS TO VOTE

REGISTRATION AND ADMISSION

The Annual Meeting will be held online via a live webcast at https://www.cesonlineservices.com/sptn25_vm. In order to attend the Annual Meeting virtually via the Internet, participants must register at https://www.cesonlineservices.com/sptn25_vm prior to the registration deadline of 10:00 a.m. Eastern Daylight Time on May 20, 2025. Please have your voting instruction form, proxy card or other communication containing your control number available and follow the instructions to complete your registration request. Upon completing registration, participants will receive further instructions via email.

YOUR VOTE IS IMPORTANT

Please vote promptly online, by phone, or by mail, regardless of whether you plan to attend the Annual Meeting. Voting your shares prior to the meeting will not affect your right to attend or vote at the meeting.

MEETING AGENDA AND BOARD VOTING RECOMMENDATION

We will also transact any other business that may properly come before the meeting, and any adjournment, postponement, or continuation of the meeting.

OUR DIRECTOR NOMINEES

Our Board consists of a diverse group of highly experienced and accomplished leaders in their respective fields. The following table and charts provide summary information about the Board’s director nominees standing for election at the Annual Meeting, each of whom is currently a member of the Board. Detailed information about each director nominee’s background, skill set, and areas of experience can be found within the "Board of Directors" section of this proxy statement.

1 Presents the approximate average tenure for all director nominees as of April 1, 2025 measured since the 2013 merger of Nash-Finch Company (“Nash Finch”) and Spartan Stores, Inc. (“Spartan Stores”). See “Board Tenure” within the "Board of Directors" section of this proxy statement for more information about the tenure of our director nominees.

CORPORATE GOVERNANCE HIGHLIGHTS

The Board believes that effective corporate governance should reinforce a culture of corporate integrity, foster the Company’s pursuit of profitable growth, and ensure quality and continuity of corporate leadership. Highlights of our governance practices include:

OUR EXECUTIVE COMPENSATION PROGRAM

The Board believes that our compensation policies and practices are effective in achieving the Company’s goal of attracting, motivating, rewarding and retaining the senior management talent required to achieve our corporate objectives and increase shareholder value through long-term profitable growth. The Board believes that executive compensation is appropriately tied to Company performance and recommends that shareholders vote in favor of the advisory vote on named executive officer compensation. Detailed information about our Executive Compensation Program can be found beginning on page 50 of this proxy statement.

SHAREHOLDER ENGAGEMENT

Since 2022, the Company has significantly advanced its efforts with respect to investor transparency and engagement. As part of these efforts, the Company formalized its engagement plan to help ensure we regularly provide our largest shareholders with the opportunity to meet with Company representatives.

This past year, the Company engaged with and provided meeting opportunities to shareholders who individually owned more than 0.9% of shares outstanding, amounting to more than 50% of the Company's total shares outstanding(1).

In addition to proactively engaging with our largest shareholders, the Company launched an investor marketing campaign in mid-2023. The focus of the campaign is to connect with investors who are new to the SpartanNash story or re-engage with investors who previously followed the Company prior to the implementation of the strategic plan in 2021. Since launching the campaign, the Company has hosted more than 100 meetings with investors.

The Company appreciates the time and thoughtful engagement with the shareholders and prospective investors who met with us throughout the year. We look forward to the ongoing dialogue as the Company furthers its strategic plan, designed to drive sustainable results and unlock shareholder value.

The Company is committed to having continuous shareholder engagement to further develop its relationships with current shareholders and prospective investors. To coordinate a meeting, please reach out to the Investor Relations team via email at IR@spartannash.com.

The Board believes that Company management should proactively seek productive dialogue with its shareholders. Detailed information about how shareholders can communicate with members of the Board can be found under "Shareholder Communications with Directors" within the "Corporate Governance" section of this proxy statement.

(1) As per Form 13F filings as of December 31, 2024.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following nine directors for election at the Annual Meeting. Biographical information concerning the director nominees appears below under the heading “Board of Directors.”

If elected, each nominee will hold office for a one-year term expiring at the 2026 annual meeting of shareholders. Each director will hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.

If any nominee becomes unable to serve or is otherwise unavailable for election, which we do not anticipate, the Board may select a substitute nominee. If a substitute nominee is selected, the shares represented by your properly executed proxy card will be voted for the election of the substitute nominee, unless you give other instructions. If a substitute is not selected, all properly executed proxies will be voted for the election of the remaining nominees. Proxies will not be voted for more than nine nominees.

Shareholders have the opportunity to cast an advisory vote on the compensation of the Company’s named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. This advisory vote, which is commonly referred to as the “say-on-pay” vote, is being held pursuant to Section 14A of the Exchange Act.

As described in more detail in the “Executive Compensation” section of this proxy statement, the Company has designed its Executive Compensation Program to attract, motivate, reward and retain the senior management talent to manage the Company to achieve our corporate objectives and increase shareholder value through long-term profitable growth. We believe our Executive Compensation Program is focused on pay-for-performance principles and is strongly aligned with the long-term interests of our shareholders. For these reasons, and the reasons discussed in the “Compensation Discussion and Analysis” section of this proxy statement, we are asking our shareholders to vote “FOR” the adoption of the following resolution:

“RESOLVED, that the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2025 annual meeting of shareholders under the heading entitled ‘Executive Compensation,’ is hereby approved.”

This advisory vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy and programs described in this proxy statement.

The advisory vote is not binding on the Company, the Board or the Compensation Committee. However, the Board and Compensation Committee value the opinions of our shareholders and will take the results of the vote into consideration when making future decisions regarding executive compensation.

SpartanNash’s Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) as the Company’s independent certified public accounting firm to audit the financial statements and internal controls of SpartanNash and its subsidiaries for fiscal 2025, and to perform such other appropriate accounting services as may be approved by the Audit Committee.

The Audit Committee evaluates the independence of the auditors at least annually. Deloitte has provided written affirmation that they are independent under all applicable standards, and the Audit Committee believes that Deloitte has effective internal monitoring of their independence. The Company and Deloitte have complied with SEC requirements on audit partner rotation. The lead audit partner was most recently rotated following the fiscal year ended December 31, 2022.

Independence is not the sole factor in the selection of the Company’s independent auditor. The Audit Committee also considers price, quality of service and knowledge of SpartanNash and its industry when selecting its auditor.

More information concerning the relationship of the Company with its independent auditors appears below under the headings “Audit Committee,” “Independent Auditors” and “Audit Committee Report.”

The Audit Committee and the Board believe that the continued retention of Deloitte as the Company’s independent auditor is in the best interests of the Company and its shareholders.

At the Annual Meeting, our shareholders are being asked to ratify the appointment of Deloitte as the Company’s independent auditors for fiscal 2025. Although shareholder ratification is not required by the Company’s organizational documents or applicable law, we value shareholders’ views on the Company’s independent certified public accounting firm and as a matter of good corporate practice we ask you to ratify the selection of Deloitte. In the event that the shareholders fail to ratify the selection, it will be considered a recommendation to the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Representatives of Deloitte are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders.

General

The Board recommends that the Company’s shareholders approve an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”) to provide shareholders owning 25% or more of our outstanding common stock with the right to request a special meeting of shareholders (a “special meeting”).

Reasons for Proposed Amendment

We are seeking shareholder approval to amend and restate the Bylaws to provide shareholders owning 25% or more of our outstanding common stock with the right to request a special meeting (the “Company Special Meeting Proposal”).

If this Proposal 4 is approved by our shareholders, the Board will adopt a resolution to amend and restate the Bylaws to provide (in Section 3 thereof) shareholders owning 25% or more of our outstanding common stock with the right to request a special meeting of shareholders.

While the Board recognizes that providing shareholders with the right to request special meetings is a meaningful governance mechanism, the Board also believes special meetings to be extraordinary events. Special meetings should be held only if a substantial number of shareholders agree that a special meeting is necessary to discuss time-sensitive and critical matters that the Board has failed to address or consider addressing. Special meetings should not be a mechanism that a small group of shareholders may wield to advance private agendas or interests that our broader shareholder base may not share and might not ultimately adopt at the special meeting. Moreover, a special meeting right already exists under Section 403 of the Michigan Business Corporation Act which gives SpartanNash shareholders owning a combined 10% of the Company’s outstanding shares of common stock the right to request that a Michigan circuit court order a special meeting for good cause shown.

In addition, organizing and preparing for a special meeting is likely to be disruptive and divert significant time and attention of our Board and management away from their primary focus of overseeing and operating our business and creating long-term shareholder value. With each special meeting, the Company will likely incur significant expenses in order to prepare the disclosures required for such meeting, print and distribute materials, solicit proxies, and tabulate votes. The Board believes that a 25% threshold represents a meaningful critical mass of support for the business proposed to be brought before a special meeting, ensuring that the business is broadly supported by shareholders, has a credible chance of succeeding at the meeting, and advances the long-term interests of the Company and its shareholders.

A 25% ownership threshold for a special meeting right is also consistent with market trends and best practices for corporate governance. Today, of all Russell 2000 companies, only 45% provide a special meeting right to shareholders, and of those companies that provide such a right, 60% of Russell 2000 companies have set the ownership threshold at 25% or higher. Only 33% of Russell 2000 companies set the ownership threshold at 15% or below. Among the Company’s compensation peer group, 53% of peer companies provide a special meeting right to shareholders, and of those peer companies that provide such a right, only 20% set the ownership threshold at 15% or below.

After careful consideration of the Company’s current corporate governance practices, recent trends and best practices in corporate governance both within and outside of our peer group, the current state law right, and the receipt of the shareholder proposal regarding shareholder special meeting rights included in this Proxy Statement (Proposal 5, the “Shareholder Special Meeting Proposal”), the Board and the Nominating and Corporate Governance Committee believe that the adoption of the right for shareholders to request a special meeting at an ownership threshold of 25% in this proposal (Proposal 4), instead of the 15% ownership threshold suggested in the Shareholder Special Meeting Proposal (Proposal 5), establishes the appropriate balance between enhancing shareholder rights and adequately protecting shareholder interests. Our Board has approved the Company Special Meeting Proposal and has directed that it be submitted to shareholders for approval.

Specific Proposed Amendment

The general description in this Proposal 4 of the proposed amendment to the Bylaws is qualified in its entirety by reference to the text of the proposed amendment, which is included immediately below and marked to show the changes described above.

Section 3. Special Meetings of Shareholders.

(a) Unless otherwise provided by the Articles of Incorporation of the Corporation (including the terms of any certificate of designation with respect to any series of preferred stock and as amended and restated from time to time (the “Articles of Incorporation”)) or statute, special meetings of shareholders may be called only by the Board of Directors or the Secretary of the Corporation, pursuant to Section 3(b). The Board of Directors may call a special meeting of shareholders by giving notice of the meeting to each shareholder entitled to vote at the meeting. The Board of Directors may postpone, reschedule or cancel any special meeting of shareholders previously scheduled by the Board of Directors.

(b) Subject to this Section 3(b) and other applicable provisions of these Bylaws, a special meeting of shareholders shall be called by the Secretary upon the written request (each such request, a “Special Meeting Request” and such meeting, a “Shareholder Requested Special Meeting”) of one or more shareholders of the Corporation that together hold, for their own account or on behalf of others, beneficial ownership of at least a twenty-five percent (25%) of the capital stock of the Corporation issued and outstanding (the “Requisite Percentage”).

(c) In order for a Shareholder Requested Special Meeting to be called, one or more Special Meeting Requests must be signed by the Requisite Percentage of shareholders submitting such request and must be delivered to the Secretary. The Special Meeting Request(s) shall be delivered to the Secretary at the principal executive offices of the Corporation by registered mail, return receipt requested, or a nationally recognized private overnight courier service. Each Special Meeting Request shall (i) set forth a statement of the specific purpose(s) of the Shareholder Requested Special Meeting and the matters proposed to be acted on at it, (ii) bear the date of signature of each such shareholder signing the Special Meeting Request, (iii) set forth any material interest of each shareholder signing the Special Meeting Request in the business desired to be brought before the Shareholder Requested Special Meeting, (iv) include documentary evidence that the shareholders requesting the special meeting together own the Requisite Percentage as of the date on which the Special Meeting Request is delivered to the Secretary; provided, however, that if the shareholders are not the beneficial owners of the shares constituting all or part of the Requisite Percentage, then to be valid, the Special Meeting Request must also include documentary evidence (or, if not simultaneously provided with the Special Meeting Request, such documentary evidence must be delivered to the Secretary within ten (10) days after the date on which the Special Meeting Request is delivered to the Secretary) that the beneficial owners on whose behalf the Special Meeting Request is made beneficially own such shares as of the date on which such Special Meeting Request is delivered to the Secretary, (vi) an agreement by each of the shareholders requesting the special meeting and each beneficial owner, if any, on whose behalf the Special Meeting Request is being made to notify the Corporation promptly in the event of any decrease in the capital stock held by such shareholder following the delivery of such Special Meeting Request and prior to the Shareholder Requested Special Meeting and an acknowledgement that any such decrease shall be deemed to be a revocation of such Special Meeting Request by such shareholder or beneficial owner to the extent of such reduction, and (vii) contain any other information that would be required to be provided in a shareholder notice pursuant to Section 11(d) (as if the Special Meeting Request was a

nomination or other proposal of business to be considered at an annual meeting and the shareholder requesting a special meeting was a Noticing Party) for all of the shareholders whose shares will count toward the Requisite Percentage needed to request a special meeting (including the referenced provisions therein). Each shareholder making a Special Meeting Request and each beneficial owner, if any, on whose behalf the Special Meeting Request is being made is required to update such Special Meeting Request delivered pursuant to this Section 3(b) in accordance with the requirements of Article II, Section 11 of these Bylaws (including any referenced provisions therein).

(d) Any requesting shareholder may revoke his, her or its Special Meeting Request at any time prior to the Shareholder Requested Special Meeting by written revocation delivered to the Secretary at the principal executive offices of the Corporation. If at any time after sixty (60) days following the earliest dated Special Meeting Request, the unrevoked (whether by specific written revocation or by a reduction in the shares held by such shareholder) valid Special Meeting Requests represent in the aggregate less than the Requisite Percentage, there shall be no requirement to hold a Shareholder Requested Special Meeting.

(e) In determining whether Special Meeting Requests have met the requirements of this Section 3, multiple Special Meeting Requests will be considered together only if (i) each Special Meeting Request identifies substantially the same purpose or purposes of the requested special meeting and substantially the same matters proposed to be acted on at the Shareholder Requested Special Meeting (in each case as determined in good faith by the Board of Directors), and (ii) such Special Meeting Requests have been delivered to the Secretary within sixty (60) days of the delivery to the Secretary of the earliest dated Special Meeting Request relating to such item(s) of business.

(f) If none of the shareholders who submitted a Special Meeting Request appears or sends a qualified representative to present the item of business submitted by the shareholders for consideration at the Shareholder Requested Special Meeting, such item of business shall not be submitted for vote of the shareholders at such Shareholder Requested Special Meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation or such shareholder(s).

(g) Except as provided in the next sentence, a Shareholder Requested Special Meeting shall be held at such date, time and place within or without the State of Michigan as may be fixed by the Board of Directors; provided, however, that the date of any such Shareholder Requested Special Meeting shall be not more than ninety (90) days after the date on which valid Special Meeting Request(s) constituting the Requisite Percentage are delivered to the Secretary of the Corporation (such date of delivery being the “Delivery Date”). Notwithstanding the foregoing, the Secretary shall not be required to call a Shareholder Requested Special Meeting if the Special Meeting Request(s) do not comply with the provisions of this Section 3. The procedures set forth in this Section 3 are the exclusive means by which items of business may be raised by shareholders at a Shareholder Requested Special Meeting.

(h) Written notice of a special meeting stating the place, date and hour of the meeting, the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting. Any notice relating to a special meeting appropriately called pursuant to this Section 3 shall describe the item or items of business to be considered at such special meeting. Business transacted at any special meeting shall be limited to the matters identified in the Corporation’s notice given pursuant to this Section 3; provided, however, that nothing herein shall prohibit the Board of Directors from including in such notice and submitting to the shareholders additional matters to be considered at any Shareholder Requested Special Meeting.

If this proposal is approved, the Board will adopt a resolution to amend and restate Article II, Section 3 of the Bylaws to provide shareholders owning 25% or more of our outstanding common stock with the right to request a special meeting of shareholders.

If this proposal is not approved, then the proposed amendment to the Bylaws will not become effective, and the current provisions of the Bylaws will continue to remain in existence.

Although the Company Special Meeting Proposal and the Shareholder Special Meeting Proposal concern the same subject matter, the terms and effects of each proposal differ, including the fact that the shareholder proposal is not binding (it requests that the Board take certain steps, but does not amend either the Company’s Certificate of Incorporation or the Bylaws). Each of Proposal 4 and Proposal 5 is not conditioned upon the approval of the other proposal.

Required Vote

Approval of this Proposal 4 requires the approval of a majority of the votes cast by shareholders entitled to vote on the action. Abstentions and broker non-votes will not be counted as votes cast and will not affect the outcome of the vote on this proposal.

RESOLVED: Shareholders ask the Board to take the steps necessary to amend the governing documents to give shareholders with an aggregate of at least 15% of outstanding common stock the power to call special meetings of shareholders.

DEAR FELLOW SHAREHOLDERS:

Providing shareholders a meaningful right to call special meetings is essential for their ability to effectively engage management and is a widely supported aspect of good corporate governance.

As The Council of Institutional Investors’ Principles on Corporate Governance state: “Shareowners should have the right to call special meetings.” Glass Lewis says it “strongly supports the right of shareholders to call special meetings.” And Institutional Shareholder Services (ISS) supports this right too.

Yet SpartanNash doesn’t provide this right.

While the need to actually call special shareholder meetings is rare, a meaningful right of shareholders to call them provides a critical accountability tool. As BlackRock says, “shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting” and, accordingly “should have the right to call a special meeting.”

Further, although Michigan law, under which SpartanNash is incorporated, does provide a limited right for shareholders to petition a court for a special meeting, we believe shareholders shouldn’t be dependent on litigation to exercise this basic and important right of strong governance.

We also believe that because special meetings can involve substantial resources, a sufficient threshold percentage of shareholders should be required to call them.

This guards against a small number abusing the right for their own interests rather than for those shared by the majority of shareholders. In this case, we believe a 15% ownership threshold would be appropriate and provide shareholders a meaningful right to request a special meeting while mitigating the risk of corporate resources being wasted to serve narrow interests of a few minority shareholders.

Indeed, such a threshold is widely supported.

For example, BlackRock supports “a minimum of 15%” threshold. Vanguard Group supports establishing this right, “as long as the ownership threshold is not below 10%.” ISS supports proposals to establish this right, and says its preference is a 10% threshold. And Glass Lewis generally favors a 10-15% threshold.

Based on the foregoing, we believe support for this request is in the best interest of SpartanNash and its shareholders. Thank you.

BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION OF SHAREHOLDER PROPOSAL 5

After carefully considering this shareholder proposal, the Board has concluded that Proposal 5 is not in the best interests of the Company or its shareholders. Accordingly, the Board unanimously recommends voting “AGAINST” Proposal 5.

The Board believes that any right provided to shareholders to call special meetings should empower shareholders to call special meetings in appropriate circumstances. This shareholder proposal, which seeks to introduce a special meeting shareholder right with an ownership threshold of 15%, fails that standard. The Board believes that a 15% threshold would increase the likelihood that business at a special meeting is not broadly supported by shareholders, represents narrow interests benefiting only certain groups, and does not have a credible chance of succeeding at the meeting. This threshold would permit a tiny fraction of the Company’s shareholders, potentially as few as one or two, to call a special meeting without attracting much, if any, support from other shareholders. Special meetings also impose significant administrative and operational costs on the Company, and the Board, Company management and other Company employees must devote significant time, resources and attention to preparing for and holding special meetings, detracting from their ability to focus on the operation of our business to maximize shareholder value. Given the significant costs and disruption imposed by special meetings, only special meetings that advance the long-term interests of the Company should be held.

The Board and management team have demonstrated that we are committed to sound and effective corporate governance practices that promote long-term shareholder value, strong independent leadership and management accountability. The Board further recognizes that providing shareholders the ability to request a special meeting is a meaningful governance mechanism. As such, management has proposed an alternate proposal (Proposal 4), which would provide shareholders owning a combined 25% of the Company’s outstanding shares of common stock the right to call a special meeting. As noted in Proposal 4, a special meeting right already exists under Section 403 of the Michigan Business Corporation Act which gives SpartanNash shareholders owning a combined 10% of the Company’s outstanding shares of common stock the right to request that a Michigan circuit court order a special meeting for good cause shown. Combined with shareholders’ existing right under state law, management’s proposal to adopt a 25% threshold would help bolster the Company’s already effective corporate governance practices, which protect the long-term interests of the Company while also strengthening Board and management accountability to the Company’s shareholders.

A 25% ownership threshold for a special meeting right is also consistent with market trends and best practices for corporate governance. Today, of all Russell 2000 companies, only 45% provide a special meeting right to shareholders, and of those companies that provide such a right, only a third or 33% set the ownership threshold at 15% or below. In fact, 60% of Russell 2000 companies which provide a special meeting right to shareholders set the ownership threshold at 25% or higher. Among the Company’s compensation peer group, 53% of peer companies provide a special meeting right to shareholders, and of those peer companies that provide such a right, only 20% set the ownership threshold at 15% or below.

Given the Company’s comprehensive array of corporate governance practices and policies, implementing a right to call special meetings with a 15% ownership threshold is unnecessary and will not lead to maximizing long-term shareholder value. Elements of the Company’s comprehensive corporate governance practices and policies include:

The Board believes that the Company’s existing corporate governance practices, including the existing state law right for shareholders to request that a court order a special meeting combined with management’s Proposal 4 to enable the implementation of a shareholder special meeting right with a 25% ownership threshold, are sufficient and appropriate to ensure effective and responsive shareholder engagement and representation. The Board believes the 15% ownership threshold set forth in Proposal 5 is not in the best interests of the Company’s shareholders for the reasons previously stated and instead believes that the 25% ownership threshold presented in management’s Proposal 4 is consistent with governance trends and strikes a more appropriate balance between shareholders’ ability to hold the Board and management accountable and the Company’s ability to focus on shareholders’ long-term interests.

At SpartanNash, we are committed to sound and effective corporate governance practices that promote long-term shareholder value and foster strong independent leadership and management accountability. The Board has adopted a Corporate Governance Policy that contains general principles regarding the responsibilities and function of our Board and Board Committees, including with respect to Board leadership structure, Board size and membership criteria, access to senior management and outside advisors, Board, Committee, and director evaluations, and director compensation. The Policy is designed to communicate our fundamental governance principles and to provide management, Associates, and shareholders with insight to the Board’s ethical standards, expectations for conducting business, and decision-making processes.

More information regarding the Company’s corporate governance, including a copy of our Corporate Governance Policy, is available in the “Investors — Corporate Governance” section of our website, www.spartannash.com. The information contained on or connected to the Company’s website is not incorporated by reference into and should not be considered part of this proxy statement.

DIRECTOR INDEPENDENCE

Our Corporate Governance Policy requires that at least two-thirds of all directors be independent, as defined by the Nasdaq listing rules. The Board has determined that all current Directors, other than our Chief Executive Officer, Mr. Sarsam, are independent under the applicable rules of Nasdaq. In addition, Hawthorne L. Proctor and William R. Voss, who served as directors for part of 2024, were deemed independent.

BOARD LEADERSHIP STRUCTURE

The Nominating and Corporate Governance Committee and the Board periodically evaluate the leadership structure of the Board in light of a variety of factors that the Board considers important, including the Company’s current Board composition, the experience and skills of our management team, continuity of leadership, and other factors.

Concurrent with the appointment of Mr. Sarsam as Chief Executive Officer, the Board separated the roles of Chairman of the Board and Chief Executive Officer. Mr. Hacker, who previously served as our Lead Independent Director, currently serves as the Board’s independent Chairman. The Board may consider having the Chairman and Chief Executive Officer roles filled by a single individual in the future and will determine whether to engage stakeholders in the decision-making process at that time. Currently, the Board believes that its leadership structure, in which the roles of Chairman of the Board and CEO are separated, best serves the Board’s ability to carry out its roles and responsibilities on behalf of the Company’s shareholders, including its oversight of management, and the Company’s overall corporate governance. The Board also believes that the current structure allows our CEO to focus on managing the Company, while leveraging our independent Chairman’s experience to drive accountability at the Board level.

Under the Corporate Governance Policy, if the chair of the Board is also the current or former Chief Executive Officer of SpartanNash, the Board will elect a Lead Independent Director from among the directors who are independent under Nasdaq Listing Rule 5605(a)(2).

BOARD EVALUATION AND DIRECTOR PEER REVIEW PROCESS

The Board recognizes that a robust evaluation process is an essential component of strong corporate governance practices and promotes Board effectiveness. The Nominating and Corporate Governance Committee oversees the annual evaluation process, led by the Chair of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee reviews the format of the Board and Committee evaluation and director peer review process as necessary to help ensure that the solicited feedback remains relevant and appropriate. Currently, the Board engages in self-evaluation annually, using two processes in alternate years. In one year, the Board evaluates and assesses Committee performance and overall Board performance. The results are discussed by the full Board and each Committee, as applicable, and changes to the Board’s and its Committees’ practices are implemented as appropriate. In the alternate year, the Board conducts a Board and Committee evaluation that also includes a peer review process of individual directors. As part of this process, the Nominating and Corporate Governance Committee selects an independent advisor who speaks with each director individually to obtain insights regarding the contributions of other directors, and to discuss issues in greater depth and obtain more targeted feedback with respect to Board, Committee and individual director effectiveness. The independent advisor provides a report to the Nominating and Corporate Governance Committee and the Board summarizing the findings. The Board believes that these processes help promote a culture of objective and robust discussion and deliberation. The Board last conducted its self-evaluation in November 2024.

THE BOARD’S ROLE IN RISK OVERSIGHT

We recognize the importance of effective risk management to the success of our business and shareholder value and we have long-standing and highly developed structures in place to manage risk. Management of risk is the direct responsibility of the Company’s senior leadership team. The Board is responsible for overseeing the Company’s risk management and risk mitigation. In its oversight of the Company’s risk-management process, the Board seeks to ensure that the Company is informed and deliberate in its risk-taking. Management of risk is the direct responsibility of the Company's senior leadership team. The Company's Compliance Officer ("CO") reports to the Chief Legal Officer ("CLO") and is responsible for overseeing the Company's compliance framework and programs, including monitoring risks that arise with relation to those programs. The CO is responsible for developing and maintaining compliance policies and procedures, monitoring and assessing compliance risks for the Company, and regularly reporting on compliance matters to the management team and to the CLO for further reporting and/or escalation to the Board, as appropriate. The Company’s primary mechanisms for risk management consist of the Company’s enterprise risk management program (“ERM”), its internal audit program, strategic review sessions held between the Board and management, and the Company’s external audit by an independent auditing firm.

The Board regularly analyzes the Company’s strategic plan and objectives with management. As part of this process, the Board and management identify and assess strategic risks attendant to initiatives such as acquisitions and divestitures, major investments, financings, and capital commitments.

The Board implements its risk oversight function both as a whole and through Committees, which meet regularly and report back to the full Board. In particular:

Cybersecurity Risk Oversight

The Board has primary oversight of the Company's cybersecurity governance assisted by the Audit Committee in the fulfillment of its responsibilities with respect to the oversight of cybersecurity, data security, privacy programs, and the Company’s response to security breaches. Two Audit Committee members completed the National Association of Corporate Directors/Carnegie Mellon CERT cyber-risk oversight program along with required examinations and earned the CERT designation. The Chief Information Officer ("CIO") provides quarterly updates to the Audit Committee, which include a current evaluation of the Company’s maturity within the National Institute of Standards and Technology ("NIST") framework, including assessments against key performance indicators, updates on internal phishing campaigns, tabletop exercises conducted at various levels of the organization, and management training. The Audit Committee also reviews reports and recommendations from third parties periodically engaged by the Company to assess the cybersecurity control environment. In addition, the Company’s Internal Audit function periodically audits elements of the security program and reports its observations to the CIO, the Chief Information Security Officer, CLO and the Audit Committee. The Company has a Cybersecurity Policy, Privacy Policy, Cybersecurity Incident Response Plan, and a materiality assessment framework inclusive of disclosure controls and procedures to assist the Company in satisfying disclosure obligations. The Company reviews cybersecurity incidents through its materiality assessment framework, which provides quantitative and qualitative considerations for evaluating the magnitude of an individual event. Based on the preliminary evaluation of an event, the Company’s Cybersecurity Incident Disclosure Committee will convene to assess materiality and determine corrective actions and internal and external disclosure requirements. The Cybersecurity Incident Disclosure Committee is composed of the following individuals: the Chief Financial Officer, Corporate Controller, CLO, and CIO.

Corporate Responsibility Risk Oversight

The Board has primary responsibility for oversight of the corporate responsibility framework, including initiatives, programs and progress related to sustainability, culture, governance, and human capital management, with the standing Committees supporting the Board by addressing the specific categories related to their respective areas of oversight. The Nominating and Corporate Governance Committee oversees the Company's approach to corporate responsibility. The Audit Committee is charged with oversight of the Company's controls and procedures related to identified risks and disclosures, including the process for validating data disclosed in the Company's Corporate Responsibility reports. The Compensation Committee oversees human capital management pay practices. The CLO periodically updates the full Board on progress, disclosures and trends.

DIRECTOR ATTENDANCE

Each director is expected to make every effort to attend every Board meeting and every meeting of each Committee on which he or she serves as a member.

In 2024, each director attended at least 90% of the meetings of the Board and the Committees on which he or she served.

Independent directors meet in executive sessions, without the presence of management, at each regularly scheduled Board meeting.

Directors are also expected to attend the Annual Meeting unless compelling personal circumstances prevent attendance. All of the Company’s then serving directors attended our 2024 Annual Meeting of Shareholders.

HEDGING AND PLEDGING PROHIBITED

The Board has adopted a policy that prohibits an executive officer or director of the Company from purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of the Company’s common stock or other equity securities (including, but not limited to, prepaid variable forward contracts, equity swaps, collars, or exchange funds).

In addition, the Company’s executive officers and directors are not permitted to pledge, or otherwise encumber shares of the Company’s common stock or other equity securities as collateral for indebtedness. This prohibition includes, but is not limited to, holding such shares in a margin account. A copy of the Company’s Policy on Hedging and Pledging Company Stock is contained in the Insider Trading Policy available in the “Investors — Corporate Governance” section of our corporate website, www.spartannash.com.

MAJORITY WITHHELD VOTING POLICY

Under the Company’s Corporate Governance Policy, any director who receives a greater number of votes “withheld” than votes “for” such election in an uncontested election at an annual meeting of shareholders (a “Majority Withheld Vote”) is required to offer his or her resignation from the Board to the Nominating and Corporate Governance Committee upon certification of the shareholder vote. The resignation will be effective if and when accepted by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, which consists entirely of independent directors, will promptly consider the acceptance of the director’s offer of resignation (excluding the affected director from consideration of and voting on acceptance of the resignation).

NO SUPERMAJORITY VOTING REQUIREMENT

In September 2024, the Board amended the Company’s Bylaws to adopt a shareholder proposal calling for a simple majority for all voting matters.

CHANGE IN EMPLOYMENT STATUS

A director who experiences a material change in his or her employment status is expected to promptly offer his or her resignation as a director to the Nominating and Corporate Governance Committee. The Committee will promptly consider and vote upon acceptance or rejection of the director’s offer to resign (excluding the affected director from consideration of and voting on acceptance of the resignation).

OTHER BOARD MEMBERSHIPS

Executive officers of the Company must notify the Nominating and Corporate Governance Committee before serving as a member of the board of directors of any other business organization. The Nominating and Corporate Governance Committee reviews the Chief Executive Officer’s membership on external boards of directors at least annually. The Chief Executive Officer may not serve on the board of directors of more than one business organization not affiliated with the Company without the prior review and approval of the Nominating and Corporate Governance Committee. The Committee may limit the directorships for any other executive officer if it believes that they will interfere with the executive officer’s responsibilities to the Company. Non-management directors may not serve on more than three other public company boards without the prior review and approval of the Nominating and Corporate Governance Committee.

CODE OF CONDUCT

The Audit Committee has approved a Code of Conduct (the “Code”) that articulates the Company’s standards regarding business ethics and expectations. The Code applies to all Associates, officers, and members of the Board. The Code establishes guidelines to help the Company conduct our business with honesty and integrity and in compliance with applicable laws. The Code requires all Associates of the Company to report promptly any violations of the Code. Associates may report violations through reporting systems on a confidential and anonymous basis. The Code is available in the “Investors — Corporate Governance” section of our website, www.spartannash.com. We intend to satisfy applicable disclosure requirements regarding any amendment to, or waiver from, a provision of the Code of Conduct by making disclosures concerning such matters available on the “Investors — Corporate Governance” section of our website.

MANAGEMENT SUCCESSION PLANNING

Under our Corporate Governance Policy, the Board maintains and periodically reviews a succession plan for the Company’s Chief Executive Officer and such other executive officers as it deems appropriate to manage the continuity of leadership in the execution of the Company’s business strategies. The succession plans are based upon recommendations of the Compensation Committee and formally approved by the Board.

BOARD AND MANAGEMENT COMMUNICATION

SpartanNash is committed to open and effective communication between the Board and management. Directors are encouraged to consult with any members of the management team and may visit Company facilities without the approval or presence of corporate management. The Board is required to dedicate a substantial portion of at least one meeting per year to discussions with management regarding the Company’s strategic plan.

DIRECTOR EDUCATION

The Board believes in continuous improvement of Board effectiveness and functioning as well as individual skills and knowledge. All new directors are required to participate in our director orientation program to familiarize them with the Company’s business, strategic plans, significant financial, accounting and risk management issues, ethics and compliance programs, corporate governance practices, sustainability strategy, principal officers, and internal and independent auditors. The Company encourages all its directors to attend continuing education programs so that they may stay abreast of developments in corporate governance and best practices and further develop their expertise.

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

Shareholders who wish to send communications to the Board, any Committee or any director or group of directors may do so by sending them in care of our Corporate Secretary, Ileana McAlary, at SpartanNash Company, 850 76th Street, S.W., P.O. Box 8700, Grand Rapids, Michigan 49518-8700. The Corporate Secretary has the discretion to screen communications that are unrelated to the business or governance of SpartanNash, or otherwise inappropriate. The Corporate Secretary will, however, compile all shareholder communications that are not forwarded, and such communications will be available to any Director. A copy of our Shareholder Communication Policy can be found in the “Investors – Corporate Governance” section of our website, www.spartannash.com.

CORPORATE RESPONSIBILITY

As a food solutions Company, SpartanNash is focused on delivering the ingredients for a better life to our independent retail customers, Associates, store shoppers and the communities we serve. This commitment extends beyond the footprint of our distribution centers and retail stores, and it supports SpartanNash’s long-term growth.

In March 2025, we issued our 2024 Corporate Responsibility Report, which provides insights on the sustainability, cultural and governance efforts the Company has been working on and updates our previous metrics to achieve the Company's goals. Our focus areas to advance our goals include:

Corporate Responsibility Oversight

The Board's Nominating and Corporate Governance Committee is formally tasked with overseeing the Company's corporate responsibility framework. In addition, in 2022 the Company created a management-led Corporate Responsibility Committee to oversee the work of three subcommittees – the Sustainability subcommittee, People First subcommittee, and the Governance subcommittee – tasked with the development and implementation of Company led initiatives in support of our framework and goals. The management-led Corporate Responsibility Committee and its three subcommittees are overseen by four executive chairs: Chief Supply Chain Officer; Chief Human Resources Officer; Chief Legal Officer, and Chief Communications Officer. The Chief Legal Officer serves as the executive sponsor for the Company’s Corporate Responsibility program, providing periodic reports to the Board's Nominating and Corporate Governance Committee.

2024 Corporate Responsibility Updates

In 2022, the Company conducted a materiality assessment identifying priorities which served as foundation for the Company’s 2023-2025 Goals. These goals were developed in alignment with our strategy and focus areas, as well as SpartanNash’s Core Capabilities – People, Operational Excellence, and Insights That Drive Solutions. Beyond the formalized strategy, the Company continued to implement initiatives throughout the year and made progress on our journey. The goals were set to be measured from January 1, 2023, through December 31, 2025. Each goal’s progress is measured against a 2021 baseline. The Company has continued to make meaningful progress toward these defined goals, and our efforts reinforce SpartanNash’s commitment to being a responsible business and good neighborhood partner.

People First Actions

Sustainability

Corporate Giving

Governance

Shareholder Engagement

Since 2022, the Company has significantly advanced its efforts with respect to investor transparency and engagement. The Company appreciates the time and thoughtful engagement with the shareholders and prospective investors who met with us throughout the year. We look forward to the ongoing dialogue as the Company furthers its strategic plan, designed to drive sustainable results and unlock shareholder value.

The Company is committed to having continuous shareholder engagement to further develop its relationships with current shareholders and prospective investors. To coordinate a meeting, please reach out to the Investor Relations team via email at IR@spartannash.com.

For Additional Information

Stakeholders are encouraged to read the 2024 Corporate Responsibility Report, which is available on the Company's website.

Our Board consists of a diverse group of highly experienced and accomplished leaders in their respective fields. All of our directors have senior leadership experience at various public and private enterprises. In these positions, they have gained significant and diverse management experience, including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. They also have in-depth public company experience serving as executive officers, or on boards of directors and board committees, and have a robust understanding of corporate governance practices and trends.

The Board and the Nominating and Corporate Governance Committee believe the skills, qualities, attributes, and experiences of our directors provide SpartanNash with business acumen and a diverse range of perspectives to effectively address SpartanNash’s evolving needs and represent the best interests of SpartanNash’s shareholders.

NOMINEE QUALIFICATIONS AND THE NOMINATIONS PROCESS

There are no standing qualifications for nomination for election or appointment to the Board. In the event that a vacancy exists, or we decide to increase the size of the Board, the Nominating and Corporate Governance Committee recommends criteria tailored to the needs of the Board at that time to guide the search and evaluation of candidates and identifies, interviews and evaluates, and makes recommendations to the Board regarding appropriate candidates. The Board has identified certain qualifications, attributes and skills that should be represented on the Board as a whole, which are discussed in the “Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole” section below.

The Nominating and Corporate Governance Committee may engage and pay fees to third party search firms to assist in identifying possible candidates for director and providing information to assist the Committee in the evaluation of possible candidates.

The Nominating and Corporate Governance Committee evaluates candidates recommended by a shareholder using the same criteria as for other candidates recommended by its members, other members of the Board, or other persons. Shareholders who wish to recommend a director candidate should submit the candidate’s name and background information in writing to our Corporate Secretary, Ileana McAlary, at SpartanNash Company, 850 76th Street, S.W., P.O. Box 8700, Grand Rapids, Michigan 49518-8700.

QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE TO BE REPRESENTED ON THE BOARD AS A WHOLE

The Company’s core businesses include distributing grocery products to a diverse group of independent and chain retailers, its corporate owned retail stores, military commissaries and exchanges, and an increasing number of larger e-commerce, dollar store and similar national account customers. Our core distribution business supports our corporate owned retail stores. Wholesale distribution is a highly competitive and dynamic business. Accordingly, the Board believes that at least some of our directors should have experience or specific knowledge in distribution, logistics, consumer goods and food industries at the executive level.

In addition, the Board believes that its membership should include directors who have:

BOARD REFRESHMENT

Our Board regularly engages in Board refreshment and has an ongoing commitment to having highly qualified, independent voices in the boardroom. The Board believes the fresh perspectives brought by new directors are important to a forward-thinking and strategic Board when appropriately balanced with the deeper understanding of our business provided by longer-serving directors. In 2024, following the departure of former independent directors Hawthorne L. Proctor and William R. Voss, the Board appointed Dorlisa K. Flur to the Board, bringing the size of the Board to nine Directors. Ms. Flur brings to the Board strong and relevant business and leadership experience, strong financial expertise, extensive experience in the area of mergers and acquisitions, human capital management expertise, and organizational and operational backgrounds which have enhanced the overall effectiveness and composition of the Board. She also has public company experience as a director. The Board continually evaluates and makes recommendations for appointments to committee and chair assignments.

DIRECTOR SKILLS MATRIX

The following matrix highlights the mix of key skills and experiences of the nominees that, among other factors, led the Board and the Nominating and Corporate Governance Committee to recommend these nominees for election to the Board. The matrix is intended to depict notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that skill or experience. Nominees have developed competencies in these skills through education, direct experience, and oversight responsibilities. Additional biographical information on each nominee is set out below under the "Director Nominees" section of this proxy statement.

BOARD TENURE

Because the merger of Nash Finch and Spartan Stores in 2013 fundamentally transformed each constituent company and created a new, larger, and more complex organization, the Board believes it is appropriate to measure director tenure by reference to service to the combined Company, which is SpartanNash. The table below presents the approximate tenure as of April 1, 2025 of each director nominee and the average for all director nominees, measured with respect to the combined Company, SpartanNash.

DIRECTOR NOMINEES

The biographies of each of the nominees below contain information regarding the person’s service as a director, business experience, public company directorships held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the person should continue to serve as a director for the Company. Except as otherwise indicated, each of these persons has had the same principal position and employment for over five years.

BOARD COMMITTEES

SpartanNash’s Board has three standing committees:

Audit Committee

The Board has established the Audit Committee to assist the Board in fulfilling its fiduciary responsibilities with respect to accounting, auditing, financial reporting, internal controls and legal compliance. The Audit Committee oversees management and the independent auditors in the Company’s accounting and financial reporting processes and audits of the Company’s financial statements. The Audit Committee serves as a focal point for communication among the Board, the independent auditors, the internal auditors and management with regard to accounting, reporting, and internal controls.

Currently, Ms. Atkins serves as Chair of the Audit Committee and Messrs. Bentley, and Mininberg, and Mss. Flur, and MacPherson serve as members. The Audit Committee has the powers, authority and responsibilities specified in its Charter or delegated to the Committee by the Board. A copy of the Audit Committee Charter is available in the “Investors — Corporate Governance” section of our website, www.spartannash.com.

The Board has determined that each member of the Audit Committee is independent, as that term is defined in Rule 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act, and that Ms. Atkins, Ms. MacPherson, and Ms. Flur are audit committee financial experts, as that term is defined by the SEC. The designation of a person as an audit committee financial expert does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Audit Committee and Board or otherwise affect the duties, obligations or liability of any other member of the Audit Committee or Board.

Compensation Committee

The Board has established the Compensation Committee to assist the Board in fulfilling its responsibilities relating to compensation of the Company’s executive officers and the Company’s compensation and benefit programs and policies.

Currently, Dr. Puryear serves as Chair of the Compensation Committee and Messrs. Bentley and Patel, and Mss. Atkins and Flur serve as members. The Compensation Committee has the powers, authority and responsibilities specified in its Charter or delegated to the Committee by the Board. A copy of the Compensation Committee Charter is available in the “Investors — Corporate Governance” section of our website, www.spartannash.com.

The Board has determined that each member of the Compensation Committee is independent, as that term is defined in Rule 5605(a)(2) of the Nasdaq Listing Rules and Rule 10C-1 under the Exchange Act.

Processes and Procedures. The Compensation Committee reviews executive compensation on a continuous basis each year, with the most comprehensive reviews typically taking place following year-end. The Committee reviews executive performance, current compensation levels, and compensation benchmarking data and analysis (please see the “Compensation Discussion and Analysis” section of this proxy statement for information about benchmarking analysis). The Committee reviews this information in the context of the Company’s performance and financial results. At the conclusion of this review, the Committee grants share-based awards if appropriate, establishes goals and objectives for the then-current year, and may adjust executive salaries. The Committee’s decision-making process is explained in more detail in the “Compensation Discussion and Analysis” section of this proxy statement.

Consultants and Advisors. The Compensation Committee is authorized to engage consultants, advisors and legal counsel at the expense of the Company. The Compensation Committee Charter requires that any consultant engaged for the purpose of determining the compensation of executive officers must be engaged directly by and report to the Committee. The Committee has authority to approve contracts with and payment of fees and other compensation of consultants, advisors and legal counsel.

Prior to engaging or receiving advice from any compensation consultant or advisor, the Committee reviews the independence of the proposed consultant or advisor, taking into account the following factors:

Participation by Management. The Company’s compensation philosophy and the administration of its various compensation plans are determined by the independent directors of the Compensation Committee. Company policy and Nasdaq rules prohibit participation by the Chief Executive Officer in the process of determining his or her own compensation. The Company’s executive officers and Human Resources Associates serve as resources to the Compensation Committee and provide advice, information, analysis and documentation to the Committee upon request. The Committee may delegate to the Chief Executive Officer authority to recommend the amount or form of compensation paid to other executive officers and Associates subordinate to the Chief Executive Officer, subject to such limitations as the Committee may require.

Interlocks and Insider Relationships. None of the members of the Compensation Committee were, during fiscal 2024 or at any other time, an officer or Associate of SpartanNash. In addition, during fiscal 2024, none of the members of the Compensation Committee had any relationship with SpartanNash requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. None of SpartanNash’s executive officers served as a member of a compensation committee (or board committee performing a similar function) for another entity or served as a director of another entity with an executive officer that serves on the SpartanNash Board.

Share-based Award Policy. The Board has adopted a Policy Regarding Stock Option Grants and other Share-based Awards which provides:

A copy of the Policy Regarding Stock Option Grants and other Share-based Awards is available in the “Investors — Corporate Governance” section of our website, www.spartannash.com.

Nominating and Corporate Governance Committee

The Board has established the Nominating and Corporate Governance Committee to assist the Board in fulfilling its responsibilities by providing independent director oversight of nominations for election to the Board and leadership in the Company’s corporate governance. The Nominating and Corporate Governance Committee leads regular Board and Committee evaluation and director peer review processes and makes recommendations to the Board regarding Board refreshment.

Currently, Mr. Patel serves as Chair of the Nominating and Corporate Governance Committee and Messrs. Mininberg, and Ms. MacPherson and Dr. Puryear serve as members. The Nominating and Corporate Governance Committee has the powers, authority and responsibilities specified in its Charter or delegated to the Committee by the Board. A copy of the Nominating and Corporate Governance Committee Charter is available in the “Investors — Corporate Governance” section of our website, www.spartannash.com.

The Board has determined that each member of the Nominating and Corporate Governance Committee is independent, as that term is defined in Nasdaq Listing Rule 5605(a)(2).

INDEPENDENT AUDITORS’ FEES

The aggregate fees billed by Deloitte & Touche LLP to SpartanNash and its subsidiaries for 2024 and 2023 are as follows:

Deloitte did not provide any services to SpartanNash or its subsidiaries related to financial information systems design and implementation during the past two years.

AUDIT COMMITTEE APPROVAL POLICIES

The Audit Committee Charter (the "Charter") sets forth the policy and procedures for the approval by the Audit Committee of all services provided by Deloitte. The Charter requires that the Audit Committee pre-approve all services provided by the independent auditors, including audit-related services and non-audit services. The Charter allows the Audit Committee to delegate to one or more members of the Committee the authority to approve the independent auditors’ services. The decisions of any Committee member to whom authority is delegated to pre-approve services are reported to the full Committee. The Charter also provides that the Audit Committee has authority and responsibility to approve and authorize payment of the independent auditors’ fees. Finally, the Charter sets forth certain services that the independent auditors are prohibited from providing to SpartanNash or its subsidiaries. All of the services described above were approved by the Audit Committee. None of the audit-related fees or tax fees were approved by the Audit Committee pursuant to the de minimis exception set forth Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.

The Board has appointed the Audit Committee to assist the Board in fulfilling its fiduciary responsibilities with respect to accounting, auditing, financial reporting, internal controls, and legal compliance. The Committee oversees management and the independent public accounting firm in the Company’s accounting and financial reporting processes and audits of the Company’s financial statements. The Committee serves as a focal point for communication among the Board, the independent public accounting firm, the internal auditors and management with regard to accounting, reporting, and internal controls.

The Committee acts under a Charter which has been adopted by the Board and is available on the Company’s website at www.spartannash.com. The Audit Committee reviews the adequacy of the Charter at least annually. The Board annually reviews the standards for independence for audit committee members under the Nasdaq Listing Rules and has determined that each member of the Audit Committee is independent. The Board has also determined that three members of the Audit Committee are audit committee financial experts under Securities and Exchange Commission rules.

Management of the Company is responsible for the preparation, presentation, and integrity of the Company’s financial statements, the Company’s accounting and financial reporting, the Company’s disclosure controls and internal control over financial reporting, and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent public accounting firm is responsible for auditing the Company’s financial statements, expressing an opinion as to their conformity with generally accepted accounting principles, and providing an attestation report on the effectiveness of the Company’s internal control over financial reporting.

The Audit Committee has reviewed, and discussed with management and Deloitte & Touche LLP (“Deloitte”), the Company’s independent public accounting firm, the Company’s audited financial statements for the fiscal year ended December 28, 2024, management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and Deloitte’s attestation report on the Company’s internal control over financial reporting. The Audit Committee has discussed with Deloitte the matters required to be discussed under applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee has received the written disclosures and the letter from the independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit Committee concerning independence and has discussed with Deloitte its independence. This included consideration of the compatibility of non-audit services with Deloitte’s independence.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the audited financial statements be included in SpartanNash’s annual report on Form 10-K for the year ended December 28, 2024.

Respectfully submitted,

M. Shân Atkins, Chair

Fred Bentley, Jr.

Dorlisa K. Flur

Kerrie D. MacPherson

Julien R. Mininberg

The information contained in the “Audit Committee Report” is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by the Company under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that the Company specifically incorporates it by reference.

The following table sets forth the number of shares of SpartanNash common stock reported to be beneficially owned by (i) each person or group which is known to the Company to be a beneficial owner of 5% or more of SpartanNash’s outstanding shares of common stock, (ii) each of our directors and nominees for director and each executive officer named in the 2024 Summary Compensation Table below (each, an “NEO”) and (iii) all directors, nominees for director and executive officers of SpartanNash as a group. Information reported with respect to SpartanNash directors, director nominees and officers is based on ownership as of March 24, 2025, the record date for the Annual Meeting; information with respect to other beneficial owners is based entirely on the most recent information filed by the beneficial owner with the SEC as of March 24, 2025, and the Company assumes no responsibility for such reports. Ownership of less than 1% of the outstanding shares of common stock is indicated by asterisk.

SpartanNash’s executive officers are appointed annually by, and serve at the pleasure of, the Board or the Chief Executive Officer. Biographical information for our Chief Executive Officer Mr. Sarsam is included above in the “Board of Directors” section of this proxy statement. The following sets forth biographical information concerning SpartanNash’s other current executive officers:

Mamadou Djouma Barry (age 45) has served as Senior Vice President, Chief Retail Officer since November 2024. Mr. Barry is responsible for overseeing the strategy and operations across SpartanNash’s growing retail footprint. He was previously Vice President, Retail Operations at Kroger Company, a supermarket retail company, from 2023 to 2024. Prior to Kroger Company, Mr. Barry served as Head of Strategy and Operations for Gap Inc., a specialty apparel company, from 2022 to 2023 and Vice President of Operations and Planning with Lululemon Athletica Inc., a technical apparel company, from 2021 to 2022. From 2008 to 2021, Mr. Barry held various roles at Target Corporation, a multi-department retailer, and most recently served as Vice President of Process Operations. He has been a member of the Executive Leadership Council, an organization committed to increasing the number of global black executives, for nearly seven years.

Ileana McAlary (age 50) has served as Executive Vice President, Chief Legal Officer and Corporate Secretary since March 2023, and previously served as Senior Vice President, Chief Legal Officer and Corporate Secretary since November 2021. Ms. McAlary oversees the Company's Legal, Compliance including Licensing and Food Safety and Quality Assurance, Government Affairs, and Aviation departments, and serves as the Company's Chief Compliance Officer. She was previously the Vice President Associate General Counsel at Wolverine World Wide, Inc., a branded footwear wholesaler and retailer, from September 2016 to November 2021, where she also served as Compliance Officer and oversaw the company's regulatory compliance, corporate governance, indirect procurement, cybersecurity and global security functions. Prior to Wolverine World Wide, she held roles as Senior Counsel at Meijer, Inc. from 2013 to 2016, where she supported the Midwest grocer's retail, distribution and pharmacy operations; as Corporate Counsel III at Amway Corporation, direct selling company that sells health, beauty, and homecare products, from 2006 to 2013 where she supported the company's Latin America and European legal operations; and as an attorney at the Miller Johnson law firm from 2003 to 2006. In October 2022, Ms. McAlary was appointed to the Davenport University Board of Trustees. She was recognized as one of Inforum's 2023 Inner Circle Honorees and is a 2024 West Michigan Brilliance Award Woman of the Year Award finalist.

Amy McClellan (age 45) has served as Executive Vice President, Chief Customer Officer since December 2023. She previously served as the Company's Senior Vice President, Chief Marketing Officer overseeing retail and distribution marketing, including insights and analytics, digital marketing and eCommerce operations, creative services, and OwnBrands strategies since 2022. Ms. McClellan joined SpartanNash in 2019 when the Company acquired Martin’s Super Markets. During her 20 years with Martin’s, Amy worked in a variety of store operations roles and advanced to leadership positions in marketing, merchandising and operations. She played a critical role in the SpartanNash acquisition of Martin’s, leading to her appointment as Division Vice President, Retail for SpartanNash. In March 2021, Amy was promoted to Vice President, Fresh Merchandising, overseeing the fresh product categories across 140+ company-operated stores and 2,100 independent customer locations. Ms. McClellan serves on the SpartanNash Foundation Board of Trustees and formerly served on the Ohio-based Buehler’s Fresh Foods Board of Directors from October 2021 to December 2023. She is a two-time Top Women in Grocery honoree (2018, 2020) and was recognized in 2019 as a NextGen 40 under 40 award winner by Progressive Grocer.

Jason Monaco (age 48) has served as Executive Vice President Chief Financial Officer since March 2021. Previously, Mr. Monaco served as the Chief Financial Officer of Cornerstone Chemical Company, a global producer of intermediate chemicals, and served as Chief Financial Officer of Borden Dairy Company, a dairy processor and distributor, from December 2018 until August 2020, where he led the company through a restructuring, reorganization and successful sale. Mr. Monaco also served as Vice President, Finance of Celanese Corporation, a technology and specialty materials company from 2016 through 2018. He was Vice President, Finance & Treasurer of Arrow Electronics from 2014 to 2016. He began his career with Kimberly-Clark in 1998 and advanced through the organization holding finance positions of increasing responsibility, including Vice President, FP&A and Regional CFO of its Latin American and South Asian businesses.

Bennett Morgan (age 45) has served as Executive Vice President Chief Merchandising Officer since September 2023, and previously served as Senior Vice President Chief Merchandising Officer since January 2022. Prior to joining SpartanNash, he served as Fresh Category Leader for Amazon, an online and brick and mortar retailer with numerous divisions including grocery, from May 2020 to January 2022, where he oversaw produce and protein products, and previously managed center store products as well. Prior to Amazon, Mr. Morgan served as Vice President, Merchandising Operations for Walmart China and Japan, a supermarket and multi-department retailer, from 2018 through 2020, where he managed all non-buying portions of the merchandising organization, and he served as Vice President, Cost Analytics at Walmart Asia from March 2017 to May 2018. Mr. Morgan also spent several years at H-E-B where he led initiatives in store operations, supply chain, manufacturing and merchandising and he spent time at the Boston Consulting Group and Citibank.

David Petko (age 52) has served as Executive Vice President and Chief Supply Chain Officer since March 2022, and previously served as Senior Vice President and Chief Supply Chain Officer since April 2021. Mr. Petko previously served as Senior Vice President of Supply Chain for C&S Wholesale Grocers, Inc., a wholesale distributor of food and grocery store items, from April 2009 to April 2021. During his 11-year tenure with C&W Wholesale Grocers, he also served as Regional Vice President of Operations from 2014 to 2019; Senior Director ES3/D2S from 2013 to 2014; Director of Operations from 2012 to 2013; and General Manager of two facilities from 2009 to 2012.

Masiar Tayebi (age 46) served as Executive Vice President, Chief Strategy and Information Officer since October 2022 through April 11, 2025, and previously served as Executive Vice President and Chief Strategy Officer since April 2021. He previously served as Global Head of Corporate Strategy and Business Development at Whirlpool Corporation, a home appliance manufacturer, from May 2014 to April 2021, responsible for acquisitions including Yummly, a leading digital food platform offering online grocery delivery. After acquiring Yummly in 2017, Mr. Tayebi served as Chief Operating Officer at Yummly, executing Whirlpool’s innovation growth strategy. Prior to leadership roles at Whirlpool, Mr. Tayebi was an Executive Director at UBS focusing on strategy, M&A, technology and transformational change. He also worked with various Fortune 500 clients on strategic initiatives during his time in management consulting.

COMPENSATION DISCUSSION AND ANALYSIS

The Board has appointed the Compensation Committee to assist the Board in fulfilling its responsibilities relating to compensation of the Company’s executive officers. The Compensation Committee determines and implements the Company’s executive compensation philosophy, structure, policies and programs.

Our executive compensation programs are designed to attract and retain leadership talent consistent with our performance goals. The following discussion provides information regarding the achievements that the executive compensation programs are designed to reward, the elements of the executive compensation programs, the reasons why we employ each element and how we determine amounts paid.

Our named executive officers (“NEOs” or “named executive officers”) for 2024 were:

Business Overview and Highlights

SpartanNash is a food solutions company that delivers the ingredients for a better life. We do this for our customers, the communities we serve, and our family of approximately 20,000 Associates. SpartanNash distributes grocery and household products across a global supply chain network to customers spanning a diverse group of national accounts, independent and chain grocers, U.S. military commissaries and exchanges, as well as nearly 200 company-operated grocery stores. Our Winning Recipe® sets the strategic direction for the growth and stewardship of SpartanNash. The success of our strategic direction and its execution is in the hands of our people. That’s why our People First culture is so important.

Since the rollout of our 2021 multi-year strategic plan, SpartanNash has experienced a notable cultural and financial turnaround. We have seen a significant increase in Associate retention, achieved industry-leading safety scores, and realized substantial improvement in warehouse efficiency. Together, under the leadership of the Executive Leadership Team, SpartanNash is confident that successful execution of our strategic plan will continue to drive long-term profitable growth and maximize shareholder value as we build on this transformation.

In 2024, we furthered our progress by completing strategic acquisitions and capturing additional margin-enhancing benefits through our transformational initiatives, despite more headwinds in the grocery industry. We also tested a store modernization initiative and made additional distribution network changes to improve Wholesale profitability. Additionally, we generated nearly $206 million of cash from operating activities during the year, representing a 130% increase over 2023. This increase was due largely to working capital improvements and has been integral in funding inorganic growth.

Additional key business achievements during 2024 included:

2024 compensation highlights for the NEOs included:

(1) Comprised of $15.1 million in share repurchases and $29.9 million in dividends.

SpartanNash’s Executive Compensation Philosophy

Our executive compensation elements and programs are designed to reflect our “pay-for-performance” philosophy. The Compensation Committee and the Board have implemented and intend to maintain compensation plans that are designed to link a substantial portion of executive compensation to the achievement of key performance measures and financial results that align with our long-term vision and growth objectives.

The primary objectives of the Company’s executive compensation programs are to:

Pay Practices

The Compensation Committee also reviews the Company’s executive compensation programs to incorporate commonly viewed best practices and avoid poor pay practices. Below is a summary of certain practices we have implemented to support our compensation philosophies, and certain practices we reject because we believe they do not serve our shareholders’ long-term interests.

Shareholder Say-On-Pay Votes

The Company provides its shareholders with the opportunity to cast an advisory vote on executive compensation ("say-on-pay") annually. At the Company’s Annual Meeting held in May 2024, over 92% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. The Compensation Committee believes this result affirms shareholders' support of the Company’s approach to executive compensation, and did not change its approach in 2024 in response to the May 2024 say-on-pay vote. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for the named executive officers.

The Company also engages in investor outreach efforts during the year. As part of these efforts, the Company has formalized its engagement plan to regularly provide our largest shareholders with the opportunity to meet with Company representatives. In 2024, the Company engaged with and provided meeting opportunities to shareholders who collectively owned more than 50% of the Company's total shares outstanding, as per the Form 13F SEC filings for ownership as of December 31, 2024. The Company's shareholders generally supported the Company's approach to executive compensation.

How the Compensation Committee Determines Compensation Levels

The Compensation Committee’s overall decision-making process is summarized as follows:

Competitive Market Analysis

In general, the Compensation Committee seeks to provide target total compensation opportunities that are competitive with the market levels for executives in similar positions at companies of comparable size, financial performance, industry and complexity. As part of this overall analysis, the Compensation Committee reviews survey data provided by its compensation consultant and engages in a competitive market analysis with respect to selected companies (referred to as “Peer Group Companies”).

The Compensation Committee reviews the constituents of the Peer Group Companies from time to time to evaluate whether the group is viewed as comparable to the Company. Changing business models, mergers, growth, and other factors may necessitate adjustments. For 2024 and after considering the input of its independent compensation consultant, the Compensation Committee approved the following Peer Group Companies, which did not change from the group of companies used for evaluating 2023 executive compensation decisions.

At the time the Peer Group Companies were approved, the Company’s revenues ranked above the median of the Peer Group Companies while its market capitalization ranked below the median.

In addition to determining the median level of an element of a compensation category among the Peer Group Companies, the Compensation Committee analyzes competitive compensation practices in the general industry for those positions that may be occupied by officers and executives recruited from outside of the wholesale and retail grocery business and performs regression analysis to adjust to SpartanNash’s revenue and market capitalization size in these cases.

Market levels serve only as a reference point in evaluating executive compensation. In determining executive compensation, the Compensation Committee also considers:

Evaluating Individual Performance

Each year, the Compensation Committee reviews and evaluates individual executive performance as part of its decision-making process. The Chairperson of the Compensation Committee coordinates the review of the individual performance of the Chief Executive Officer by the Board. The Chairman of the Board and the Chair of the Compensation Committee communicate the Board’s review to the Chief Executive Officer.

For the named executive officers other than the Chief Executive Officer, the Chief Executive Officer reviews with the Compensation Committee an evaluation of each executive officer’s performance.

As discussed above, individual performance is only one factor among several that the Compensation Committee considers in its decision-making process, and there is no prescribed formula or mechanism for translating individual performance into specific amounts of compensation. The Compensation Committee’s decision-making process necessarily involves the Committee’s informed judgment with respect to individual performance in the context of many considerations and criteria, none of which are individually controlling, including experience, potential of the executive, retention concerns, current compensation of the executive, internal pay equity, Company performance, and general industry and economic conditions.

Use of Independent Compensation Consultant

FW Cook is a compensation consulting firm that has provided such services to the Compensation Committee since 2019. The Compensation Committee considered each of the factors required by Nasdaq in determining that FW Cook is an independent advisor and the Compensation Committee concluded that the work performed by FW Cook did not raise any conflicts of interest. FW Cook performed no work for the Company other than the work for the Compensation Committee.

The Compensation Committee instructs its independent consultant to provide advice and guidance on executive compensation proposals, including changes to compensation levels, the design of incentive plans and other forms of compensation, changes to the Peer Group Companies and to provide information about market practices and trends. Typically, the independent consultant attends all regularly scheduled quarterly meetings of the Compensation Committee, reviews existing executive compensation programs for consistency with our executive compensation philosophy and current market practices, and produces comparative information derived from our Peer Group Companies and published survey data. With respect to 2024, the activities of FW Cook included:

Mix of Compensation Elements

Our executive compensation program has three main elements. The following table provides an overview of each element and how each is designed in support of our executive compensation philosophy.

When determining the mix of awards, the Compensation Committee considers factors such as the short-term and long-term compensation expense to the Company, the economic value delivered to the executives, the overall level of share ownership by the executives, share availability under the Company’s stock incentive plan, annual share usage and dilution, and practices at the Peer Group Companies.

The majority of executive pay is variable (at-risk) and tied to the achievement of specific, pre-determined objectives. The total compensation mix (at target level) for 2024 for our CEO, Mr. Sarsam, and the average total compensation mix (at target level) of our other NEOs is presented below.

In addition to the elements of compensation discussed above, our executives participate in certain defined contribution and deferred compensation plans. These plans are discussed below under the captions “Qualified Defined Contribution Retirement Plan” and “Non-Qualified Deferred Compensation.”

2024 Compensation and Performance

Base salary provides our executives with a fixed base annual income and helps us attract and retain high-performing executives. The Compensation Committee sets executive salaries each year in light of individual performance reviews, internal pay equity considerations, the scope and complexity of the executive’s role and an assessment of compensation practices at the Peer Group Companies and market survey data provided by our independent compensation consultant. Specifically, salary increases were approved for 2024 to align executive pay with the competitive market, commensurate with tenure and success in their role. The table below summarizes base salary decisions for our NEOs in 2024:

The fiscal 2024 annual cash incentive compensation design remained unchanged from the prior year. Each named executive officer was granted an opportunity to earn an annual incentive award under the Company’s 2024 Annual Incentive Plan ("AIP"). Each NEO’s payout is determined entirely on performance against pre-determined consolidated Company performance goals to foster communication and cross-functional collaboration across all business units and to align incentives that drive overall business performance as one team.

The payout of the 2024 AIP award is dependent on the Company’s achievement of pre-determined specified levels of Adjusted EBITDA, a metric we believe represents a key measure of profitable growth and success as we execute our strategic plan.

Under the 2024 AIP, Adjusted EBITDA is defined as follows:

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA” or “Adj. EBITDA”) is a non-GAAP operating financial measure that the Company defines as net earnings plus interest, discontinued operations, depreciation and amortization, and other non-cash items including share-based payments (equity awards measured in accordance with ASC 718, Stock Compensation, which include both stock-based compensation to employees and stock warrants issued to non-employees) and the LIFO provision, among other items.

The target goal for Adjusted EBITDA was set at $260.0 million, slightly above fiscal year 2023 performance. In setting fiscal 2024 targets, the Compensation Committee considered factors such as expected benefits from ongoing transformation initiatives and productivity improvements, reasonable growth expectations from organic growth programs and acquisitions, and macroeconomic pressures facing the industry. The Compensation Committee established the 2024 target goal rigor to align with business initiatives and growth opportunities to successfully advance our strategic plan and incentivize market out-performance.

For purposes of the AIP, the Compensation Committee may approve adjustments to Adjusted EBITDA for (a) asset write downs, (b) litigation or claim judgments or settlements, (c) changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary non-recurring items as described in ASC 225-20 Presentation-Income Statement – Extraordinary and Unusual Items and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable fiscal year(s), (f) acquisitions, divestitures or accounting changes, (g) foreign exchange gains and losses, and (h) other special charges or extraordinary items. Pursuant to the approved terms of the 2024 AIP, the Compensation Committee decreased Adjusted EBITDA for a gain recognized in the current year related to a legacy product claim.