Vital Farms Inc

1. 1

   Election of Directors (two Class III nominees

   ManagementBoard: FOR

   Elect two Class III directors (Russell Diez-Canseco and Kelly J. Kennedy) to serve three-year terms until the 2029 annual meeting.

2. 2

   Ratification of the Selection of KPMG LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 27, 2026.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement for fiscal year 2025.

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s executive compensation disclosures for fiscal year 2025, including the Compensation Discussion and Analysis, tables, and narrative. Management is seeking shareholder approval to confirm support for its pay-for-performance philosophy and the specific design choices made for 2025 compensation, which included base salary adjustments, a target mix of 50% performance stock units (PSUs) and 50% time-vesting restricted stock units (RSUs) for long-term incentives, and a significant at-risk component (approximately 78.9% of CEO target pay and 67.0% for other NEOs). The PSUs use multi-year financial metrics (net revenue and Adjusted EBITDA Margin measured over a three-year performance period ending in fiscal 2027) with payout ranges from 0% to 200% of target, and the annual incentive was calculated as 93% achieved for 2025 based on net revenue and Adjusted EBITDA outcomes. Contextually, the Company emphasizes alignment with stockholders through stock ownership guidelines, clawback provisions, and an independent Compensation Committee that engages an outside consultant; it also notes strong prior say-on-pay support (93.1% in 2025). The board recommends a FOR vote on the basis that the program supports retention, aligns incentives with long-term value creation, and balances short- and long-term performance goals while incorporating governance safeguards. Because the vote is advisory, it will not directly change compensation but will inform the Board’s future decisions; the Board and Compensation Committee state they will consider the vote’s outcome and engage with stockholders as appropriate. For sophisticated evaluation, key considerations include the robustness of the performance metrics (net revenue and Adjusted EBITDA Margin), the multi-year cliff for PSUs which concentrates long-term alignment but creates binary outcomes until vesting, the relatively high percentage of at-risk pay which amplifies pay-for-performance, and governance features such as tenure limits, director resignation policy, and enhanced stock ownership guidelines that together reduce agency risk. Investors should weigh the non-binding nature of the vote, the Company’s historical operating performance and capital investments (e.g., expansion of processing capacity and farm network growth), and potential dilution from equity programs when assessing whether the advisory approval meaningfully endorses management’s compensation strategy.

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When is the Vital Farms Inc 2026 annual meeting?

Vital Farms Inc (VITL) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Vital Farms Inc 2026 meeting?

The record date for the Vital Farms Inc 2026 meeting is Friday, April 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Vital Farms Inc's 2026 meeting?

The board is presenting 2 director nominees at the Vital Farms Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Vital Farms Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Vital Farms Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.