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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2022



Vital Farms, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   001-39411   27-0496985

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


3601 South Congress Avenue  

Suite C100

Austin, Texas

(Address of Principal Executive Offices)   (Zip Code)

(877) 455-3036

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



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 Instructions A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class





Name of each exchange

on which registered

Common Stock   VITL   The Nasdaq Stock Market LLC

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

Emerging growth company

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




Item 5.02

Departure of Directors or Certain Officers

On January 26, 2022, Brent Drever notified the Board of Directors (the “Board”) of Vital Farms, Inc. (the “Company”) of his resignation from the Board, effective as of the date immediately following the date of the Company’s next annual meeting of stockholders. Prior to the effectiveness of his resignation from the Board, Mr. Drever will resign from his service on any committees of the Board on a schedule mutually agreed with the Company.

Mr. Drever’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Drever’s expected resignation, the Board decreased the size of the Board from nine to eight members, contingent upon the effectiveness of Mr. Drever’s resignation from the Board.


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.


    Vital Farms, Inc.
Dated: January 28, 2022     By:  

/s/ Joanne Bal

      Joanne Bal
      General Counsel, Secretary and Head of Environmental, Social and Governance