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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): June 7, 2023



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   78704
(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 5.07

Submission of Matters to a Vote of Security Holders.

Vital Farms, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 7, 2023. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2023.

Proposal No. 1: Election of three nominees to serve as directors until the 2026 annual meeting of stockholders and until their respective successors are elected and qualified. All nominees were elected. The votes were cast as follows:


Name    Votes For      Votes Withheld      Broker

Matthew O’Hayer

     26,595,553        8,461,839        2,297,620  

Russell Diez-Canseco

     27,225,892        7,831,500        2,297,620  

Kelly J. Kennedy

     24,904,159        10,153,233        2,297,620  

Proposal No. 2: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes were cast as follows:


     Votes For      Votes Against      Abstained  

Ratification of appointment of KPMG LLP

     37,279,805        29,268        45,939  


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: June 13, 2023     By:  

/s/ Joanne Bal

      Joanne Bal
      General Counsel, Corporate Secretary and Head of Impact