UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 23, 2016
Sprouts Farmers Market, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36029
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32-0331600
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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5455 E. High Street, Suite 111
Phoenix, Arizona 85054
(Address of principal executive offices and zip code)
(480) 814-8016
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Bradley Lukow as Chief Financial Officer
On February 25, 2016, Sprouts Farmers Market, Inc. (“Sprouts” or the “Company”) announced the appointment of Bradley Lukow as the Company’s Chief Financial Officer and Treasurer, effective March 4, 2016. Mr. Lukow, age 52, most recently served as Chief Financial Officer of 99 Cents Only Stores, a premier deep-discount retailer, from January to June 2015, and Executive Vice President and Chief Financial Officer of Shoppers Drug Mart, Canada’s leading drug store retailer with over 1,300 locations, from January 2009 to November 2014, where he oversaw finance, treasury and investor relations, in addition to the strategy and acquisitions, real estate development and information technology functions.
On February
25
, 2016, the Company entered into an offer letter with Mr. Lukow providing for his employment with the Company (the “Lukow Offer Letter”). The Lukow Offer Letter provides for an annualized base salary of $470,000, short-term incentive bonus potential targeted at 70% of Mr. Lukow’s base salary (guaranteed at the target level for 2016), annual equity awards valued at 1.5 times Mr. Lukow’s base salary pursuant to the Company’s long-term incentive plan established by the Compensation Committee of the Company’s Board of Directors, and a one-time equity award grant valued at 1.0 times Mr. Lukow’s base salary, comprised 100% of time-based restricted stock units. The Lukow Offer Letter further provides that Mr. Lukow is eligible to participate in the Company’s Executive Severance & Change-in-Control Plan, along with the Company’s health, welfare and 401(k) plans.
The foregoing description of the Lukow Offer Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Lukow Offer Letter, filed as Exhibit 10.1 to this
Current Report on Form 8-K
and is incorporated herein by reference.
There are no arrangements or understandings pursuant to which Mr. Lukow was appointed as Chief Financial Officer and Treasurer.
Effective upon Mr. Lukow’s appointment as Chief Financial Officer and Treasurer on March 4, 2016, Susannah Livingston will step down as Interim Chief Financial Officer and Treasurer, but will remain with the Company in her capacity as Vice President of Investor Relations and Treasury.
Resignation of Andrew Jhawar from the Board of Directors
On February 23, 2016, Andrew Jhawar resigned from the Board of Directors of the Company. Mr. Jhawar’s resignation was not due to any disagreement with the Company or the Board of Directors on any matter relating to the Company’s operations, policies or practices.
Appointment of Amin Maredia to the Board of Directors
On February 23, 2016, the Company’s Board of Directors appointed Amin Maredia as a Class III Director of the Board to fill the vacancy created by Mr. Jhawar’s resignation. Mr. Maredia, age 43, is Sprouts’ Chief Executive Officer, a position he has held since August 2015. Mr. Maredia joined Sprouts in August 2011 and served as its Chief Financial Officer until his promotion to Chief Executive Officer in August 2015. Prior to joining Sprouts, Mr. Maredia served in key strategic and finance roles for Burger King Corporation, the second largest fast food hamburger chain in the world, from 2005 to 2010.
Mr. Maredia will not initially serve on any of the committees of the Board. There are no arrangements or understandings between Mr. Maredia and any other person pursuant to which he was elected to serve as a director, and Mr. Maredia will not receive any additional compensation for his service on the Board.
A press release announcing Mr. Lukow’s appointment as Chief Financial Officer and Treasurer and the changes to the Company’s Board of Directors is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
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Description
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10.1
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Offer Letter from Sprouts Farmers Market, Inc. to Brad Lukow, dated February 25, 2016
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99.1
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Press release of Sprouts Farmers Market, Inc., dated February 25, 2016, entitled “Sprouts Farmers Market Announces New Chief Financial Officer and Board Changes”
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SPROUTS FARMERS MARKET, INC.
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Date:
February 25, 2016
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By:
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/s/ Brandon F. Lombardi
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Name:
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Brandon F. Lombardi
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Title:
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Chief Legal Officer and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
Number
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Description
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10.1
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Offer Letter from Sprouts Farmers Market, Inc. to Brad Lukow, dated February 25, 2016
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99.1
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Press release of Sprouts Farmers Market, Inc., dated February 25, 2016, entitled “Sprouts Farmers Market Announces New Chief Financial Officer and Board Changes”
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Exhibit 99.1
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Investor Contact:
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Media Contact:
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Susannah Livingston
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Donna Egan
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(602) 682-1584
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(602) 682-3152
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susannahlivingston@sprouts.com
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donnaegan@sprouts.com
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SPROUTS FARMERS MARKET
ANNOUNCES NEW CHIEF FINANCIAL OFFICER
AND BOARD CHANGES
Brad Lukow Appointed Chief Financial Officer
Amin Maredia Appointed to the Board of Directors
PHOENIX, Ariz. – (Globe Newswire) – February 25, 2016
– Sprouts Farmers Market, Inc. (Nasdaq: SFM), one of the fastest-growing retailers in the country, today announced that Brad Lukow will join the company as chief financial officer, effective March 4, 2016. Lukow comes to Sprouts with 25 years of financial executive experience in the consumer retail sector, including six years as chief financial officer at Shoppers Drug Mart, Canada’s leading drug store retailer with over 1,300 locations. In that position, in addition to finance, treasury and investor relations, he also oversaw the strategy and acquisitions, real estate development and information technology functions. Lukow is a Chartered Professional Accountant and is a graduate of the University of Western Ontario.
“We are looking forward to Brad joining Sprouts as our new CFO,” said Amin Maredia, chief executive officer. “Brad brings a wealth of retail business and financial experience. I look forward to working with Brad to continue to drive our business and deliver on our mission of ‘Healthy Living for Less.’”
“I am extremely excited to join Sprouts at this stage in the company’s development,” said Lukow. “This company is dynamic and its competitive position is compelling. I feel privileged to begin working with the team to continue growing the brand, enhancing long-term shareholder value and having a positive impact on the communities Sprouts serves.”
Lukow will lead the company’s financial, accounting, investor relations and treasury functions and report directly to Maredia. He will work closely with the company’s interim chief financial officer, Susannah Livingston, to ensure a smooth transition. Livingston will remain with the company in her capacity as Vice President of Investor Relations and Treasury.
The company also announced the appointment of Maredia to its board of directors, replacing Andrew Jhawar, who resigned from the board effective February 23, 2016.
“I am honored to serve Sprouts in this new capacity as a member of the board of directors,” said Maredia. “I would like to personally thank Andy for his guidance and leadership that he has provided to Sprouts as a member of our board of directors since 2011.”
Sprouts Farmers Market, Inc.
is a healthy grocery store offering fresh, natural and organic foods at great prices. Sprouts offer a complete shopping experience that includes fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, natural body care and household items catering to consumers’ growing interest in health and wellness. Headquartered in Phoenix, Arizona, Sprouts employs more than 21,000 team members and operates more than 220 stores in thirteen states from coast to coast. For more information, visit www.sprouts.com or @sproutsfm on Twitter.
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Forward-Looking Statements
Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact (including, but not limited to, statements to the effect that Sprouts Farmers Market or its management "anticipates," "plans," "estimates," "expects," or "believes," or the negative of these terms and other similar expressions) should be considered forward-looking statements. These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this release. These risks and uncertainties include, without limitation, risks associated with the company’s ability to successfully compete in its intensely competitive industry; the company’s ability to successfully open new stores; the company’s ability to manage its rapid growth; the company’s ability to maintain or improve its operating margins; the company’s ability to identify and react to trends in consumer preferences; product supply disruptions; general economic conditions; and other factors as set forth from time to time in the company’s Securities and Exchange Commission filings, including, without limitation, the company’s Annual Report on Form 10-K. The company intends these forward-looking statements to speak only as of the time of this release and does not undertake to update or revise them as more information becomes available, except as required by law.
Source: Sprouts Farmers Market, Inc.
Phoenix, AZ
2/25/16
