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

 i SpartanNash Company

(Name of Registrant as Specified in Its Charter)

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

The Board of Directors and I are pleased with SpartanNash’s execution of its long-term strategic plan. Since launching the plan in 2021, SpartanNash has built upon its highly scalable business model, grown topline, and captured margin-enhancing benefits through its Supply Chain and Merchandising Transformation initiatives.

Over the past year, the grocery industry has faced significant headwinds, including multiple categories that have experienced mid-single-digit unit volume declines. Despite a very challenging macroeconomic environment, the Company continued to execute on its plan, which has driven results.

The results can be seen throughout the entire organization – with an industry-leading safety incident rate, reduced Associate turnover, increased Retail market share and a better value proposition as a result of the store banner strategy. Wholesale customers are also benefiting from this transformation with higher fill rates and a rigorous enhanced category planning process, which was the first phase of the ongoing Merchandising Transformation.

We remain focused on ensuring we have a well-rounded Board, with diverse backgrounds and experiences to best support the Company’s future growth and strategic plan. In 2023, we welcomed two new independent directors who bring relevant business and leadership experience, as well as financial acumen. We will continue to keep Board refreshment a priority. On behalf of the SpartanNash Board of Directors, I also take this opportunity to recognize Maj. Gen. (Ret.) Hawthorne L. Proctor and William R. Voss for their dedication and years of service to the Board.

I would like to thank all SpartanNash Associates, whose hard work and dedication have been critical to the success of Our Winning RecipeTM. I would also like to extend my sincere thanks to you, our investors, for your support of the Board and Executive Leadership Team.

SpartanNash has a clear strategic plan that continues to unlock shareholder value.

Thank you for your investment in SpartanNash.

With gratitude,

Douglas A. Hacker

Chairman of the Board of Directors

Since I joined SpartanNash in late 2020, we’ve focused much of our effort on our Core Capability of People. This includes investments in our People First culture and how we communicate with, celebrate and engage our Associates – and 2023 was no different. Last year, we also continued to invest our time and talent into another Core Capability – Operational Excellence – and the importance of Flying in Formation. Flying in Formation is the joy of coordinated execution, and it is built on the foundation that all Associates communicate and trust each other.

Flying in Formation during 2023 enabled us to make meaningful progress on our key initiatives, enhancing the value and service we provide to our customers and capturing new cost savings along the way. These activities helped us gain share, improve margins, drive results, and increase shareholder value.

I’m proud to share our 2023 highlights:

These results tell a compelling story about SpartanNash’s continued transformation and the power of Flying in Formation.

I am very energized about the future of SpartanNash. The continued success our long-term strategic plan has enabled us to steadily grow profitability, despite a dynamic and changing environment. The plan has also provided a strong foundation to pursue both organic and inorganic opportunities.

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

Glad to be here,

Tony Bashir Sarsam

President and Chief Executive Officer

(1) A reconciliation of net earnings to adjusted EBITDA, a non-GAAP financial measure, and a calculation of adjusted EBITDA margin is provided in Appendix A.

(2) Composed of $18.6 million in share repurchases and $29.7 million in dividends.

(3) The Company’s total turnover rate improvement year-over-year as of year-end 2023.

(4) Retail market share is total Retail segment sales divided by the total addressable Retail market. The total addressable Retail market is determined based on first-party research around the footprints of each Retail store, validated with NielsenIQ market data and the U.S. Bureau of Labor food expenditures.

(5) Case volume shipped per labor hour utilized. Management uses the throughput rate as a means of evaluating warehouse efficiency.

Forward-Looking Statements

The matters discussed in this letter and in the SpartanNash Company (the "Company") proxy statement 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, including those pertaining to the Company's environmental, social, and governance ("ESG") performance, goals and initiatives. 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 made. 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 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, 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; impacts to the Company's business and reputation due to an increasing 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; changes in the geopolitical conditions; 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; impairment charges for goodwill or other long-lived assets; 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. Forward-looking statements related to our ESG performance, goals and initiatives are subject to additional risks and uncertainties, including regarding gathering and verification of information and related methodological considerations; our ability to implement various initiatives under expected timeframes, cost, and complexity; our dependency on third-parties to provide certain information and to comply with applicable laws and policies; and other unforeseen events or conditions. 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 or proxy statement.

The 2024 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 22, 2024, 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 27, 2024, 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 2024 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/sptn24_vm. You may only participate in the virtual meeting by registering in advance at https://www.cesonlineservices.com/sptn24_vm prior to the deadline of 10:00 a.m. Eastern Daylight Time on May 21, 2024. 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 10, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 22, 2024: The Company’s proxy statement and annual report to shareholders for the fiscal year ended December 30, 2023, 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 2024 Annual Meeting of Shareholders, including any adjournments, postponements, or continuations thereof, as the “Annual Meeting.” We refer to the fiscal year ending December 28, 2024 as “fiscal 2024,” the fiscal year ended December 30, 2023 as “fiscal 2023,” the fiscal year ended December 31, 2022 as “fiscal 2022,” and the fiscal year ended January 1, 2022 as “fiscal 2021,” 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 10, 2024, this proxy statement, the Company’s annual report to shareholders for fiscal 2023, 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 2023 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/sptn24_vm. In order to attend the Annual Meeting virtually via the Internet, participants must register at https://www.cesonlineservices.com/sptn24_vm prior to the registration deadline of 10:00 a.m. Eastern Daylight Time on May 21, 2024. 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, 2024 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 PROGRAMS

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 corporate performance and recommends that shareholders vote in favor of the say-on-pay proposal. As part of the ongoing review of its executive compensation practices and to further align to shareholder interests, the Compensation Committee has made changes to the 2023 Long Term Incentive awards to further align executive performance with shareholder interests. These changes include three year performance periods and a greater focus on individual awards moving from performance cash incentives to performance share units incentive payouts.

SHAREHOLDER OUTREACH

Throughout 2022 and 2023, the Company significantly advanced its efforts with respect to investor transparency and outreach. These outreach efforts resulted in more than 50 investor interactions with members of the Executive Leadership Team throughout 2023.

The increase in active investor engagement has enabled the Company to further share progress on Our Winning Recipe, strategic direction and the individual elements of the transformational initiatives that are underway.

The Company is committed to having continuous shareholder outreach to further develop its relationships with current and prospective investors. To coordinate a meeting, please reach out to SpartanNash Investor Relations 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.

2023 ENVIRONMENTAL SOCIAL AND GOVERNANCE HIGHLIGHTS

In 2023, we issued our 2022 Environmental Social and Governance ("ESG") Report, which provides an update on our progress with key ESG initiatives. The report showcased our long-term ESG goals, the results of our materiality assessment, insights on the Company’s expansion of sustainability initiatives, and continued focus on a People First culture.

Our work in ESG is an ongoing journey. With that in mind, we will provide periodic updates on our corporate website, annually in our proxy statements, and biennially in a comprehensive report.

Oversight of ESG

The Company and Board believe responsibility and accountability for ESG must lie within every function of the organization. The Board’s Nominating and Corporate Governance Committee is formally tasked with overseeing the Company’s ESG framework, which includes our ESG Committee. The Nominating and Corporate Governance Committee also oversees our efforts to promote diversity and inclusion at all levels of the organization, including for the Board.

The Board’s Compensation Committee has oversight of human capital management, and the Board’s Audit Committee oversees the implementation of appropriate controls to ensure the accuracy of ESG data collection and disclosures, as well as information and cybersecurity, ethics reporting and regulatory compliance.

We have three subcommittees within our ESG Committee – the Environmental Committee, Social Committee, and Governance Committee – to thoroughly manage the processes to successfully implement initiatives and achieve our goals. The ESG Committee is overseen by four executive chairs – the Company’s Chief Legal Officer, Chief Human Resources Officer, Chief Supply Chain Officer, and Senior Vice President, Communications. The ESG Committee provides periodic updates to the Board.

2025 ESG Goals

We established long-term ESG goals for SpartanNash based on insights from a third-party materiality assessment conducted in 2022. The timeframe of the goals was established to align with the Company’s long-range plan, from January 1, 2023, through December 31, 2025. It was determined that goal progress would be measured against a 2021 baseline. These goals have been strategically placed into the Company’s Master Action Plan to ensure they are embedded in our corporate identity and strategy. The table below reflects progress made in 2023 on our 2025 ESG goals:

Additional Information

Our 2023 ESG updates are available within the "Corporate Governance" section of this proxy statement. Please note that our discussion of ESG matters, despite references to a "materiality assessment," may include information that is not necessarily "material" under the federal securities laws for SEC reporting purposes. For many ESG matters, "materiality" is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. In addition, while we believe all of our ESG goals align with our long-term growth strategy and financial and operational priorities, they are aspirational and may change, and there is no guarantee or promise that they will be met or that they will not hinder financial or operational performance.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following eight 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 2025 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 eight 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 programs 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 compensation programs are focused on pay-for-performance principles and are 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 2024 annual meeting of shareholders under the heading entitled ‘Executive Compensation,’ is hereby approved.”

This 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 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.

Background and Purpose of the SpartanNash Company 2024 Stock Incentive Plan

On March 6, 2024, upon the recommendation of the Compensation Committee, the Board approved the SpartanNash Company 2024 Stock Incentive Plan (the “2024 Stock Plan”), subject to shareholder approval at the 2024 Annual Meeting. The 2024 Stock Plan will replace the Company’s current Stock Plan, the SpartanNash Company 2020 Stock Incentive Plan (the “Current Plan”). If the 2024 Stock Plan is approved by our shareholders, it will become effective as of the date of shareholder approval, or May 22, 2024 (the “Effective Date”). If this proposal is approved, the number of shares of SpartanNash Common Stock that will be reserved for issuance under the 2024 Stock Plan will consist of 2,144,000 shares, less one share for every one share subject to an award granted under the Current Plan after March 15, 2024 and prior to the Effective Date. The Compensation Committee expects, based on projections and our current stock price, that the additional shares will satisfy equity compensation needs for approximately two years.

If the 2024 Stock Plan is approved, no further awards will be made under the Current Plan (although all outstanding awards previously granted under the Current Plan will remain outstanding and subject to the terms of that plan). If the 2024 Stock Plan is not approved by our shareholders, no awards will be made under it, and we would then continue to use the Current Plan in its current form as the framework for our equity incentive compensation program until the authorized shares are depleted and, to the extent we have insufficient shares in the Current Plan, we may be required to increase the cash component of our compensation mix which would inhibit our ability to align our executives’ interests with the interests of our shareholders, to recruit and retain new executives, key employees and non-employee directors, and motivate our current executives and key employees over a long-term horizon. On March 6, 2024, the closing price of SpartanNash Common Stock as quoted by Nasdaq was $19.97.

The affirmative vote of the majority of the shares of our common stock present in person or by proxy and entitled to vote at the Annual Meeting is required for the approval of this Proposal 3.

Key Component of Compensation

Equity compensation is a key component of our total compensation package. Attracting, retaining and motivating specialized talent is critical to achieving our strategic and operating goals and is essential to increase shareholder value. We believe that grants of equity allow us to remain competitive in the marketplace, enabling us to link executive compensation to performance, and attract, retain and motivate high-caliber talent dedicated to our long-term growth and success. The approval of the 2024 Stock Plan is necessary to allow SpartanNash to continue to utilize equity awards as part of our compensation plans. If the 2024 Stock Plan is not approved, the Company will be unable to continue to utilize equity compensation as part of its overall compensation program because the shares available under the Current Plan will be exhausted in the near future based on current and forecasted usage.

As part of the ongoing review of executive compensation practices, the Compensation Committee made changes to the 2023 Long Term Incentive awards to further align executive performance with shareholder interests by transitioning from performance cash incentives to stock-settled performance share units. If the Company is unable to grant awards under the 2024 Stock Plan and there are insufficient shares under the Current Plan, we will not have the ability to issue equity awards consistent with our current compensation program. As a result, we may be forced to revert to cash or cash-based compensation to help achieve our compensation objectives. If the Company is forced to increase cash compensation it could reduce available cash needed to pursue and execute our business strategy.

The following discussion and summary of the material terms of the 2024 Stock Plan is qualified in its entirety by reference to the full text of the 2024 Stock Plan which is set forth in Appendix A to this proxy statement.

Key Features of the 2024 Stock Plan

The following features of the 2024 Stock Plan are intended to protect the interests of our shareholders:

Determination of Number of Shares for the 2024 Stock Plan

In setting the number of shares authorized under the 2024 Stock Plan for which shareholder approval is being sought, the Compensation Committee and the Board of Directors considered, among other factors, the historical amounts of equity awards granted by the Company and the potential future grants over the next several years. Below is information regarding the Company’s burn rates for all grants of equity under all shareholder-approved equity plans for the past three fiscal years and the Company’s total potential dilution.

Burn Rate

Burn rate, a measure of the level at which a company uses shares available for grant under its equity compensation plans, is an important factor for investors concerned about shareholder dilution. Burn rate is defined as, in a given fiscal year, the number of shares subject to equity awards granted (or, in the case of performance stock unit awards, earned) divided by the weighted average number of shares outstanding. In setting and recommending to our shareholders the number of shares to be authorized under the 2024 Stock Plan, the Board considered the Company’s burn rate for each of the past three fiscal years (only full value awards were awarded during this period, with performance share units excluded as the Company began granting such awards in 2023 and such awards remained outstanding). The calculation of our burn rate for each year is shown in the table below:

Based on the burn rates in fiscal years 2023, 2022 and 2021, our three-year average burn rate was 1.33%, which we believe is below the mean for our industry.

Dilution Assuming Approval of the 2024 Stock Plan

The potential dilution, or overhang, is a common measure to assess the dilutive impact of equity plans. Total potential dilution is equal to (i) the number of shares available to be granted as future equity awards plus the number of shares subject to outstanding equity awards, divided by (ii) such total number of shares plus the total number of shares outstanding. Total potential dilution, prior to and after shareholder approval of the 2024 Stock Plan share replenishment, is shown in the table below:

Description of 2024 Stock Plan

Administration. The Compensation Committee will administer the 2024 Stock Plan and will have full power and authority to determine when and to whom awards will be granted, and the type, amount and other terms and conditions of each award, consistent with the provisions of the 2024 Stock Plan. Subject to the provisions of the 2024 Stock Plan, the Compensation Committee may amend the terms of, or accelerate the exercisability of, an outstanding award. The Compensation Committee will have authority to interpret the 2024 Stock Plan and establish rules and regulations for the administration of the 2024 Stock Plan.

The Compensation Committee may delegate its powers under the 2024 Stock Plan to the Chief Executive Officer and/or one or more executive officers, subject to the requirements of applicable law and exchange requirements. However, such delegated officers will not be permitted to grant awards to any members of the Board or executive officers who are subject to Section 16 of the Exchange Act.

Eligibility. Any employee, officer, consultant or independent contractor providing services to SpartanNash Company or an affiliate, or any person to whom an offer of employment or engagement has been made, and who is selected by the Compensation Committee to participate, is eligible to receive an award under the 2024 Stock Plan. Any member of the Board is also eligible to receive an award under the 2024 Stock Plan. The number of persons eligible to participate as of March 27, 2024 (the record date for the meeting), had the 2024 Stock Plan been in effect, is estimated to be approximately 17,000 individuals; including nine non-employee directors and eight executive officers; however, historically the Compensation Committee has not granted awards to more than approximately 200 Associates and nine non-employee directors in any single fiscal year.

Shares Available for Awards. The maximum number of shares of the Company’s common stock that may be issued pursuant to awards granted under the 2024 Stock Plan will be 2,144,000 less one share for every one share subject to an award granted under the Current Plan between March 15, 2024 and the Effective Date. Shares subject to awards granted under a Prior Plan or the 2024 Stock Plan that are not purchased or are forfeited or otherwise not delivered to the participant due to termination, cancellation or cash settlement of the award shall again be available for granting awards under the 2024 Stock Plan. Shares subject to awards granted under a Prior Plan or the 2024 Stock Plan, other than a stock option or SAR, that are delivered to or withheld by the Company to pay the withholding taxes related to such award will again be available for granting awards under the 2024 Stock Plan. The following shares subject to awards granted under a Prior Plan or the 2024 Stock Plan will not again become available for granting awards under the 2024 Stock Plan: (i) shares surrendered to pay the exercise price of an option; (ii) shares which would have been issued upon any exercise of an option but for the fact that the exercise price was paid by a “net exercise”; (iii) shares withheld by the Company or tendered to satisfy tax withholding obligations with respect to an option or SAR; (iv) shares covered by a stock-settled SAR not issued in connection with settlement upon exercise; and (v) shares repurchased by the Company using option proceeds. All shares subject to awards, regardless the type of award, will count against the 2024 Stock Plan’s reserve on a 1:1 basis for each share subject to the award.

The Compensation Committee will adjust the number of shares and share limits described above in the case of a stock dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-off, repurchase or exchange of shares, or other similar corporate transaction if such an adjustment is necessary to prevent dilution or enlargement of the benefits available under the 2024 Stock Plan. Any adjustment determination made by the Compensation Committee shall be final, binding and conclusive.

Non-Employee Director Compensation Limit. For any non-employee director, the sum of the grant date fair value of equity-based awards and the amount of cash-based compensation earned by such director for service as a non-employee director during any calendar year may not exceed $750,000. The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation.

Type of Awards and Terms and Conditions. The 2024 Stock Plan provides that the Compensation Committee may grant awards to eligible participants in any of the following forms, subject to such terms, conditions and provisions as the Compensation Committee may determine to be necessary or desirable:

The Compensation Committee will have the right to make the timing of the grant and/or the issuance, ability to retain, vesting, exercise and/or settlement of awards subject to completion of a minimum period of service, achievement of one or more performance goals or both as deemed appropriate by the Compensation Committee; provided, that a maximum of five percent of the aggregate number of shares available for issuance under the 2024 Stock Plan may be issued with the terms providing for a right of exercise or a lapse on any vesting condition earlier than a date that is at least one year following the date of grant, provided that an award agreement by its terms may permit acceleration or waiver of the minimum restrictions upon a Change in Control or termination of a participant’s employment, including upon the participant’s death, disability, retirement or involuntary termination. In addition, the Compensation Committee retains the right to amend or modify an award agreement to provide for accelerated vesting or exercisability including, without limitation, upon a termination of employment.

In the case of awards issued to non-employee directors at the time of the annual meeting, the minimum vesting period is measured from grant until the next annual meeting date that is at least 50 weeks after the immediately preceding year’s annual meeting date the grant date. In addition, shares that are issued in substitute for awards that are assumed, converted, or substituted pursuant to a merger or similar transaction and shares that are delivered in lieu of fully vested cash awards need not comply with the minimum vesting period.

Options and SARs. The holder of an option is entitled to purchase a number of shares of our common stock at a specified exercise price during a specified time period, all as determined by the Compensation Committee. The holder of a SAR is entitled to receive the excess of the fair market value (calculated as of the exercise date) of a specified number of shares of our common stock over the grant price of the SAR. We would receive no consideration for options or SARs granted under the 2024 Stock Plan, other than the services rendered by the holder in his or her capacity as an employee, officer, director, consultant or independent contractor of the Company.

Restricted Stock and RSUs. The holder of restricted stock will own shares of our common stock subject to restrictions imposed by the Compensation Committee for a specified time period determined by the Compensation Committee. The holder of an RSU will have the right, subject to restrictions imposed by the Compensation Committee, to receive shares of our common stock at some future date determined by the Compensation Committee. The grant, issuance, retention, vesting and/or settlement of restricted stock and RSUs will occur at such times and in such installments as are determined by the Compensation Committee, subject to the minimum vesting provisions described above. A restricted stock or RSU award that is conditioned in whole or in part upon the achievement of one or more financial or other company-related performance goals (including goals specific to the participant's individual performance, other than performance of service alone) is generally referred to as a performance share or performance share unit (PSU) award.

Dividends and Dividend Equivalents. The holder of a dividend equivalent (or a dividend with respect to restricted stock) will be entitled to receive payments (in cash or shares of our common stock) equivalent to the amount of cash dividends paid by the Company to shareholders with respect to the number of shares determined by the Compensation Committee. Dividend equivalents will be subject to other terms and conditions determined by the Compensation Committee, but the Compensation Committee may not (i) grant dividend equivalents in connection with options or SARs or (ii) pay a dividend or dividend equivalent with respect to a share underlying any other award prior to the date on which all conditions or restrictions on such share have been satisfied or lapsed.

Other Stock-Based Awards. The Compensation Committee is also authorized to grant other types of awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of our common stock, subject to terms and conditions determined by the Compensation Committee and the limitations in the 2024 Stock Plan. No such stock-based awards will contain a purchase right or an option-like exercise feature.

Termination and Amendment

The 2024 Stock Plan has a term of ten years expiring on May 22, 2034, unless terminated earlier by the Board. The Board may from time to time amend, suspend or terminate the 2024 Stock Plan. No amendment or modification of the 2024 Stock Plan may be made that would materially and adversely affect any outstanding award without the consent of the participant or the current holder of the award (except in the case of amendments to comply with law, regulation or stock exchange policy or amendments in connection with a corporate transaction as described below). Amendments to the 2024 Stock Plan must be approved by the shareholders, if required under the listing requirements of the Nasdaq Global Select Market or any other securities exchange applicable to the Company, or if the amendment would (i) increase the number of shares authorized under the 2024 Stock Plan (other than in connection with certain equitable adjustments), (ii) permit a repricing of options or SARs, (iii) permit the award of options or SARs with an exercise price less than 100% of the fair market value of a share on the date of grant, (iv) increase the maximum term of options or SARs, or (v) increase the annual per-person share limits under the 2024 Stock Plan.

Effect of Corporate Transaction

Awards under the 2024 Stock Plan are generally subject to special provisions upon the occurrence of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of shares, or any other similar corporate transaction or event involving the Company. The Compensation Committee or the Board may provide for any of the following to be effective upon the occurrence of the event (or effective immediately prior to the consummation of such event, as long as the event is consummated):

In general terms, a "change in control” under the 2024 Stock Plan occurs (i) upon an acquisition by a person, entity or affiliated group, with certain exceptions, of 20% or more of the Company’s then outstanding common stock or voting securities; (ii) upon a majority of the incumbent Board members ceasing for any reason to constitute a majority of the Board; (iii) consummation of an organization, merger, or consolidation into another entity unless (x) the holders of the Company’s voting shares immediately prior to the corporate transaction have at least 50% of the combined voting shares in the merged entity or its parent, (y) no person owns 20% or more of outstanding voting shares, and (z) the majority of the Company’s Board remains incumbent; or (iv) the consummation of a plan or liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the Company’ s assets, with certain exceptions.

The Company’s recent practice has been to provide for acceleration if the participant is terminated within a period of time after a change of control or if an acquiring entity does not assume outstanding awards.

Limited Transferability of Awards

Generally, no award or other right or interest of a participant under the 2024 Stock Plan (other than fully vested and unrestricted shares issued pursuant to an award) will be transferable by a participant other than by will or by the laws of descent and distribution, and no right or award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company or any affiliates. However, the Compensation Committee may allow transfer of an award to family members for no value, and such transfer shall comply with the General Instructions to Form S-8 under the Securities Act of 1933, as amended. The Compensation Committee may establish procedures to allow a named beneficiary to exercise the rights of the participant and receive any property distributable with respect to any award upon the participant’s death.

Federal Income Tax Consequences

This discussion regarding federal tax consequences is intended as general information. Alternative minimum tax and foreign, state and local income taxes are not discussed, and may vary depending on individual circumstances and from locality to locality.

Grant of Options and SARs. The grant of a stock option or SAR is not expected to result in any taxable income to the recipient.

Exercise of Options and SARs. Upon exercising a non-qualified stock option, the optionee must recognize ordinary income equal to the excess of the fair market value of the shares of the Company’s common stock acquired on the date of exercise over the exercise price, and we (or the affiliate employer) generally will be entitled at that time to an income tax deduction for the same amount. The holder of an ISO generally will have no taxable income upon exercising the option (except that an alternative minimum tax liability may arise), and we will not be entitled to an income tax deduction. Upon exercising a SAR, the amount of any cash received and the fair market value on the exercise date of any shares of our common stock received are taxable to the recipient as ordinary income and generally are deductible by us (or the affiliate employer).

Disposition of Shares Acquired Upon Exercise of Options and SARs. The tax consequence upon a disposition of shares acquired through the exercise of an option or SAR will depend on how long the shares have been held and whether the shares were acquired by exercising an ISO or by exercising a non-qualified stock option or SAR. Generally, there will be no tax consequence to the Company in connection with the disposition of shares acquired under an option or SAR, except that the Company (or the affiliate employer) may be entitled to an income tax deduction in the case of the disposition of shares acquired under an ISO, if the disposition occurs before the applicable ISO holding periods set forth in the Internal Revenue Code have been satisfied.

Restricted Stock. Recipients of grants of restricted stock generally will be required to recognize taxable ordinary income at the time it is no longer subject to a substantial risk of forfeiture in an amount equal to the fair market value of the restricted stock at such time. However, an award holder who makes an 83(b) election within 30 days of the date of grant of the restricted stock will incur taxable ordinary income on the date of grant equal to the fair market value of such shares of restricted stock (determined without regard to forfeiture restrictions) at such time. With respect to the sale of shares after the forfeiture restrictions have expired, the holding period to determine whether the award recipient has long-term or short-term capital gain or loss generally begins when the restrictions expire, and the tax basis for such shares will generally be based on the fair market value of the shares on that date. However, if the award holder made an 83(b) election as described above, the holding period commences on the date of such election, and the tax basis will be equal to the fair market value of the shares on the date of the election (determined without regard to the forfeiture restrictions on the shares). If the award permits dividends to accrue while the restricted stock is subject to a substantial risk of forfeiture, such dividends will be paid if and when the underlying stock vests and will also be taxed as ordinary income. We (or the affiliate employer) generally will be entitled to an income tax deduction equal to amounts the award holder includes in ordinary income at the time of such income inclusion.

RSUs and Other Stock-Based Awards. Recipients of grants of RSUs (including performance share units) will not incur any federal income tax liability at the time the awards are granted. Award holders will recognize ordinary income equal to (a) the amount of cash received under the terms of the award and, as applicable, (b) the fair market value of the shares received (determined as of the date of receipt) under the terms of the award. If the award permits dividend equivalent amounts to accrue while the RSU is outstanding, such dividend equivalent amounts will be paid if and when the underlying RSU vests and will also be taxed as ordinary income at the time of receipt. Cash or shares to be received pursuant to any other stock-based award generally become payable when applicable forfeiture restrictions lapse and the compensation is received; provided, however, that, if the terms of the award so provide, payment may be delayed until a later date to the extent permitted under applicable tax laws. We (or the affiliate employer) generally will be entitled to an income tax deduction for any amounts included by the award holder as ordinary income. For awards that are payable in shares, a participant’s tax basis is equal to the fair market value of the shares at the time income is recognized. Upon the sale of the shares, appreciation (or depreciation) after the shares are paid is treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

Income Tax Deduction. Subject to the usual rules concerning reasonable compensation, including our obligation to withhold or otherwise collect certain income and payroll taxes, we (or the affiliate employer) generally will be entitled to a corresponding income tax deduction at the time a participant recognizes ordinary income from awards made under the 2024 Stock Plan. However, Section 162(m) of the Code prohibits publicly held corporations from deducting more than $1 million per year in compensation paid to certain current and former executive officers.

Section 409A of the Internal Revenue Code. The Compensation Committee intends to administer and interpret the 2024 Stock Plan and all award agreements in a manner consistent to satisfy the requirements of Section 409A of the Internal Revenue Code to avoid any adverse tax results thereunder to a holder of an award.

New Plan Benefits

In general, benefits that will be awarded or paid under the 2024 Stock Incentive Plan, if stockholder approval of this Proposal Three is obtained, cannot currently be determined as such future awards are within the Compensation Committee’s discretion. Although future benefits cannot be determined, on March 5, 2024, the Compensation Committee approved, subject to shareholder approval of the 2024 Stock Incentive Plan at the Annual Meeting, the granting of performance stock units to certain of our executive officers. The number of units subject to the performance stock unit award was determined based on our stock price as of March 4, 2024, and the grants will be issued to the participants following the approval of the 2024 Stock Incentive Plan. In the event our shareholders do not approve the 2024 Stock Incentive Plan, the performance stock unit awards set forth below will not be granted.

The following table shows information regarding the performance stock unit awards determined on March 4, 2024, and which will be granted under the new 2024 Stock Incentive Plan, subject to shareholder stockholder approval of the 2024 Stock Incentive Plan. These grants are expressly made subject to stockholder approval of the new 2024 Stock Incentive Plan at the Annual Meeting.

Equity Compensation Plan Information

The following table provides information about shares subject to our equity compensation plans in effect as of December 30, 2023, the end of our fiscal year 2023:

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 2024, 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 2024. 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.

John Chevedden, reported to the Company as the owner of 250 shares of the Company’s common stock, has notified the Company of his intention to present the following proposal at the Annual Meeting. The address of, and number of shares held by, the proponent will be furnished upon oral or written request made to the Company. We are not responsible for the accuracy or content of the proposal or supporting statement, which are presented as received from the proponent in accordance with SEC rules.

Proposal 5 – Simple Majority Vote

Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English.

Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to "What Matters in Corporate Governance" by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.

This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy's. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. This proposal topic also received overwhelming 98%-support each at the 2023 annual meetings of American Airlines (AAL) and The Carlyle Group (CG).

The overwhelming shareholder support for this proposal topic at hundreds of major companies raises the question of why SpartanNash had not initiated this proposal topic on its own.

Please vote yes:

Simple Majority Vote – Proposal 5

BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION OF THE PROPOSAL

The Board is committed to sound and effective corporate governance practices that promote long-term shareholder value, strong independent leadership, and management accountability. After careful consideration, and for the following reasons, the Board believes that Proposal 5 is not in the best interests of the Company’s shareholders. Accordingly, the Board unanimously recommends voting “AGAINST” Proposal 5.

The Company's governance documents already require a majority vote standard in all except for one reasonable and limited circumstance. The only supermajority requirement in the bylaws and restated articles of incorporation is found in Article X of the bylaws, requiring supermajority shareholder approval for amendments to the bylaws. Other than this provision, matters brought to a vote of our shareholders require a majority of the votes cast by the holders of shares entitled to vote. This narrowly tailored exception is designed to protect shareholder interests, and to avoid unnecessary disruption and reduction in shareholder value.

The Board believes that this extraordinary action is an event of sufficient importance to require a higher voting standard and to seek broad affirmative support from shareholders, rather than a simple majority vote. The higher voting standard, which is narrowly tailored, helps the Board’s commitment to advance the following goals:

The Board is already highly accountable to shareholders. Our Board is firmly committed to integrity in corporate governance and has implemented a comprehensive array of corporate governance practices and policies that enable shareholders to hold the Board accountable and, where necessary, permit for quick action to support shareholder interests. The Company’s governance documents and policies implement the goal of accountability without the governance risk to shareholders introduced by this proposal. Elements of the Company’s comprehensive corporate governance practices and policies include:

Required Vote

The affirmative vote of the holders of a majority of shares of the Company’s Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve this proposal.

Recommendation of the Board

The Accountability Board, reported to the Company as the owner of at least $25,000 of the Company’s common stock, has notified the Company of its intention to present the following proposal at the Annual Meeting. The address of, and number of shares held by, the proponent will be furnished upon oral or written request made to the Company. We are not responsible for the accuracy or content of the proposal or supporting statement, which are presented as received from the proponent in accordance with SEC rules.

RESOLVED: Shareholders ask SpartanNash to disclose how much of its pork is produced using gestation crates (based on data it’s already collected) and publish measurable targets for transitioning away from them.

SUPPORTING STATEMENT:

Dear fellow shareholders,

Gestation crates lock pregnant pigs into cages so restrictive that, for months on end, they can’t even turn around. Although this raises both ethical and material concerns, SpartanNash lacks any commitment on the issue. Moreover, despite having apparently already measured gestation crates’ prevalence in its supply chain, it’s keeping those findings secret.

We think this should change.

For context, gestation crates are so controversial, eleven states—including Michigan, SpartanNash’s home state—ban or restrict them (see, for example, CageFreeLaws.com). And other retailers are addressing these solitary confinement cages by moving to group-housed pork:

Further, SpartanNash’s lack of commitment isn't just incongruous with other retailers, but also with its own animal welfare statements.

SpartanNash’s Animal Welfare Policy says, “We encourage our suppliers to incorporate the Five Freedoms of animal welfare in their supply chain.” But three of those are freedom from discomfort, freedom to express normal behaviors by providing sufficient space, and freedom from fear/distress—all of which are severely hindered by gestation crates.

Finally, consider SpartanNash’s reporting on the topic.

Responding to SASB’s metric about the percent of gestation crates in the supply chain, SpartanNash’s 2021 ESG Report said the data was “being reviewed and assessed for disclosure in the future. ”Then, its 2022 ESG Report said, “We do not disclose this information publicly.”

That secrecy raises additional concerns.

Consider, for example, new data from FMI—a trade group Vice-Chaired by SpartanNash CEO Tony Sarsam. As a 2023 FMI study found, transparency is “extremely important” to the vast majority of shoppers, with 74% of respondents saying that means providing “values-based information such as animal welfare.”

Similarly, a 2023 Merck study found that for 66% of consumers, both animal welfare itself and “transparency in animal proteins” are “extremely or very important.”

Accordingly, we think SpartanNash should disclose the prevalence of gestation crates in the supply chain and targets for moving away from them. And since doing so would align SpartanNash with industry peers that have published such targets, the development of related regulations, and SpartanNash’s own animal welfare statements, we believe shareholder support is clearly warranted.

Thank you.

Contact: SPTN@TABholdings.org

BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION OF THE PROPOSAL

The Board has carefully considered Proposal 6 and, for the reasons described below, believes that the implementation of this proposal is unnecessary and not in the best interests of the Company or its shareholders. The Company already makes disclosures detailing our commitment to animal welfare, and this proposal fails to meaningfully enhance the Company’s existing animal welfare policies and practices.

Continued Commitment to Animal Welfare

SpartanNash is a retailer and a distributor of food products that does not own or operate any farms or animal processing facilities. While the Company works with suppliers to provide a range of products that cater to the individual needs and demands of our customers and shoppers, such as pork products, overall sales of pork products by the Company currently represent only about 0.1% of the entire domestic pork market.

Our mission is to deliver the ingredients for a better life, and we strive to ensure that families have convenient access to a wide variety of fresh, high-quality, and affordable nutrition options. As part of our commitment to corporate social responsibility, we are also committed to the issue of humane treatment of animals and recognize that best practices around animal welfare are part of an ongoing evolution based on various factors, including new information, technologies and agricultural advancements.

We care deeply about the humane treatment of animals, which is why we maintain an Animal Welfare Policy, available on our website at https://www.spartannash.com/corp-responsibility/environment/animal-welfare/. As part of our policy, in addition to expecting that suppliers and vendors comply with all applicable laws and regulations regarding the treatment of animals, we expect our suppliers and vendors to incorporate the Five Freedoms of animal welfare into their supply chain. Our Animal Welfare Policy also discusses our Company’s commitments related to animal welfare, including supporting an Animal Welfare Committee and engaging and working cooperatively with suppliers to embrace and promote animal welfare practices. Moreover, with respect to pork specifically, all of the Company’s U.S. pork suppliers have reported to us that they abide by the standards of the National Pork Board’s Pork Quality Assurance ("PQA") Plus Program. Finally, the Company is a member of the Animal Agricultural Alliance which provides members with resources for establishing science-based, global animal welfare standards and best practices.

We recognize that the regulatory environment in the markets where we operate is continually changing. We remain committed to complying with all laws and regulations in the markets where we operate our business and will continue to monitor any changes that impose additional requirements on distributors and retailers.

Restricted Ability to Issue Measurable Targets

The Board understands that the proponent desires for the industry to move away from the utilization of gestation crates, and we are not disputing the merit of this position. However, this proposal would require SpartanNash to issue measurable targets for transitioning away from gestation crates and reflects a misunderstanding of our Company’s dependent role within the industry’s complex supply chain. Our Company has no control over the speed with which our supply chain could finance or implement the capital investments required to support this goal, and we do not believe it is responsible to make commitments that are entirely dependent upon third parties. We believe that more meaningful change may be achieved through collaboration amongst all stakeholders, including farmers, ranchers, suppliers, animal welfare organizations (such as the proponent) and regulatory bodies. As a downstream distributor and retailer, SpartanNash exists at the intersection of these various stakeholder interests and will continue our commitment to animal welfare by partnering with suppliers to meet the needs of our retail customers and shoppers in a measured and responsible manner.

In summary, we believe that the Company is best positioned to determine the animal welfare initiatives to which the Company should devote its attention and resources as well as the extent to which the Company should engage with suppliers on such initiatives. The Company already has disclosures in place detailing our commitment to animal welfare, and the proposal fails to enhance the Company’s animal welfare policies and practices in a meaningful way. Accordingly, the Board believes that this proposal is not in the best interests of the Company or its shareholders.

Required Vote

The affirmative vote of the holders of a majority of shares of the Company’s Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve this proposal.

Recommendation of the Board

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 “Investor Relations — 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 the directors be independent. The Board has determined that all directors, other than our Chief Executive Officer, Mr. Sarsam, are independent under applicable rules of Nasdaq. In addition, Matthew M. Mannelly, who served as a director for part of 2023 was 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’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 appointed the Audit Committee to assist the Board in fulfilling 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 Security Officer ("CISO") 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 CISO, Chief Information Officer, CLO and the Audit Committee.

ESG Risk Oversight

The Board has primary responsibility for oversight of ESG matters, including initiatives and programs related to sustainability, corporate culture, and human capital management, with the standing Committees supporting the Board by addressing these specific ESG matters related to their respective areas of oversight. The Nominating and Corporate Governance Committee oversees the Company's ESG efforts, progress, and practices with respect to matters affecting the Company’s culture and corporate responsibilities, including environmental protection and sustainability. The Audit Committee is charged with oversight of the Company's controls and procedures related to ESG risks and disclosures, including the process for validating data disclosed in the Company's ESG reporting. The Compensation Committee oversees human capital management pay practices.

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 2023, 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 directors then in office attended our 2023 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 available in the “Investor Relations — 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).

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 “Investor Relations — 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 “Investor Relations — 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 SpartanNash manager or Associate 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 “Investor Relations – Corporate Governance” section of our website, www.spartannash.com.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

As a food solutions company, SpartanNash is focused on delivering the ingredients for a better life to our customers, Associates and the communities we serve. We continue to make progress on our sustainability journey. Below are the Environmental, Social and Governance updates from 2023.

Environmental

Ton Miles Per Gallon ("TMPG")

SpartanNash continued to manage our mile efficiencies by:

Although case volume was lower in 2023, we continued to optimize our supply chain transit and loading. All of these measures taken in 2023, along with the lower case volume, contributed to the 14.5% year-over-year improvement in our TMPG.

Packaging and Product Materials

In 2023, the Company established sustainable packaging insights for Our Family® portfolio of products. Our private-label suppliers were asked to identify their packaging materials and provide the percentage of recycled content. This process enabled the Company to confirm that over 50% of Our Family paper packaging contains recycled material. With a baseline established, the Company is exploring ways to improve the sustainability of Our Family packaging going forward.

Food Safety

SpartanNash implemented a new food traceability program to strengthen safety and transparency throughout our global supply chain. Hundreds of SpartanNash suppliers who harvest or handle products on the U.S. Food and Drug Administrations Food Traceability List are now required to exchange traceability data with SpartanNash and the thousands of retailers served by the Company. The ReposiTrak Traceability Network® also enables us to obtain information about suppliers’ packaging and product materials, diversity, sustainability, and other responsible sourcing materials.

Plastic Bag Recycling

The Company expanded its partnership with Trex® to offer plastic bag recycling opportunities for Retail store guests. Plastic recycling for 2023 totaled over 900,000 pounds of plastic, which is recycled by Trex into deck boards and equates to the weight of approximately 50 semi-trucks.

Scope 1 and 2 Emissions

We reported Scope 1 and 2 emissions within our 2022 ESG Report and plan to publish our 2023 Scope 1 and 2 emissions on the Company’s website in the second half of 2024.

Social

Diversity, Equity, Inclusion and Belonging ("DEIB")

As part of our People First culture, we cultivate a diverse and inclusive environment in which Associates can do their best work and feel they belong. We attract, develop and retain talent from all backgrounds, experiences and abilities. Our leaders are trained on dignity and respect, anti-harassment and anti-discrimination, and we expect them to support our DEIB efforts.

Leveraging Associate survey data from 2023, SpartanNash was named by Newsweek and market data research firm, Plant-A Insights Group, as one of America's Greatest Workplaces for Diversity 2024. In 2023, we introduced our People Philosophy to our senior leadership team, which incorporates the core competencies we use as a guide for hiring and developing talent. One of the competencies we introduced is Values Differences, which means recognizing the value that different perspectives and cultures bring to the organization. Frontline Associates will receive communication and training on this and other competencies in 2024. In addition, our four SpartanNash Associate Resource Groups, referred to as ARGs, grew in membership and engagement in 2023. We launched an online community called SpartanNash Connections to help members network and collaborate.

Internship Diversity

During our 2023 Summer Internship Program, the Company welcomed 105 interns from nearly 40 colleges, including historically black colleges and universities ("HBCUs"). The interns worked on meaningful projects and gained valuable skills that supported the business. Along the way, they participated in volunteer efforts, fun events, professional development opportunities, and an end-of-year celebration. The top 15 Intern Capstones Projects were presented to the entire internship class and the Company’s Executive Leadership Team.

Associate Recognition

Associate recognition continues to play a meaningful role in our People First culture.

In 2023, we launched a new awards program for salaried Associates called the All In Awards and provided 117 winners with Company stock and the opportunity to attend our annual leadership meeting. In addition, we celebrated our third annual Circle of Excellence awards program for frontline hourly Associates and our third annual Summit Awards for senior leaders. In terms of peer-to-peer recognition, feedback provided through our Human Resources Information System increased by 74% year-over-year.

In January 2023, we announced updates to our service awards, designed to better recognize and celebrate Associates at every milestone of their career. We provide a corporate service award for milestone anniversaries in the form of a monetary gift delivered via direct deposit, coupled with local recognition by leaders and within teams.

Throughout the year, approximately 70 Associates were profiled across internal and external messaging channels.

We will continue to expand recognition opportunities for Associates across the organization.

Leadership Development and Training

In 2023, 427 frontline leaders completed action-packed leadership development trainings covering a variety of topics, including change management, communication skills, team developing, and other skills related to their roles throughout our supply chain and Retail stores.

Throughout the year, 181 Associates participated in early career, aspiring leaders, mid-management level, and director-level and above development programs. Along with developing essential leadership skills, graduates of these programs tend to have a higher retention rate than the Company’s average retention.

Also in 2023, an additional 725 of our corporate Associates participated in team development sessions, designed to improve communication, trust, high performance and improved collaboration between our Associates.

Total Rewards

The Company’s entry-level pay has increased by more than 30% for Retail Associates since September 2020. In the past couple of years, the Company also expanded its bonus and tuition reimbursement programs, along with introducing paid parental leave for all Associates after the birth or adoption of a child. Additional voluntary benefits were added in 2023, including pet insurance, identity theft protection and prepaid legal benefits.

To recognize our longest-tenured Associates, we enhanced our service awards program for Associates based on years of service, with awards ranging from $100 to $1,000.

Enrollment in the Employee Stock Purchase Plan increased 60% since the Company began offering an additional discount as of the end of 2022. Associates who have been employed for at least 90 days have the option to use after-tax payroll deductions to purchase shares of SpartanNash common stock at a 15% discount on market, versus the previous discount of 5%.

Retention

Investments in our People First culture are paying off. During 2023, the Company continued to attract and retain top talent, reducing our total turnover rate by more than 9%*. The Company also sequentially improved our 90-day retention rate by 400 basis points in the back half of 2023.

*Improvement rate year-over-year as of year-end 2023.

Positive Labor Relations

As a People First company, we believe in open, honest, and constructive dialogue with each Associate, while actively listening to respective concerns. Due to our desire to maintain a culture of open and direct communication, we do not believe Associates need a third party to represent them. We believe third parties challenge our flexibility to communicate and discuss topics or concerns directly with our Associates. To help Associates cultivate skills in building effective teams, we recently introduced positive associate relations training sessions, which covered the current legal landscape, effective leadership, and communication techniques.

Approximately 7% of our workforce is unionized and we currently have labor agreements in place with each union.

Data Privacy and Cybersecurity

Management’s Role: The Information Security function is led by the CISO, under the direction of the CIO. Our CISO, who was appointed in August 2021, has over 20 years of experience within information security and is both a Certified Information Security Manager and a Certified Information Systems Auditor. Key responsibilities of the Information Security function include developing cybersecurity strategies; managing cybersecurity governance; performing cybersecurity risk assessments; ensuring compliance with security standards and regulatory requirements; managing identity and access; monitoring cybersecurity threats; validating cybersecurity alerts; preparing for and responding to cybersecurity incidents; business continuity and disaster recovery plans; and creating security awareness through periodic trainings of both Company leadership and Associates. Our CIO, CISO and CLO, who also serves as the Chief Compliance Officer, have oversight responsibilities of our Cybersecurity program.

Board Oversight: Our Board has appointed the Audit Committee to assist the Board in fulfilling its responsibilities with respect to the oversight of cybersecurity, data security, privacy programs, and our 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 CISO 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 or 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, our internal audit function periodically audits elements of the security program and reports its observations to the CISO and the Audit Committee.

Risk Management and Strategy: As a component of our overall risk management process, which is aligned with a broader Enterprise Risk Management framework, the Company has implemented a multi-layered approach to minimize cybersecurity risk and safeguard our data. We conduct cybersecurity risk assessments on a regular basis and respond to identified risk exposures by employing a combination of risk mitigation strategies, including the adoption of cybersecurity controls and maintaining a cybersecurity insurance policy that provides coverage for security breaches. We engage third-party consultants periodically to evaluate elements of the cybersecurity policy, processes, procedures and controls. The CISO and other members of the Executive Leadership Team respond to applicable recommendations arising from the third-party consultants. In addition, we engage a Qualified Security Assessor as part of the compliance requirements for Payment Card Industry ("PCI"). We also engage with a third-party risk management provider to ensure our vendors comply with internal security and privacy requirements and that key vendors are continually monitored for security risks.

Our cybersecurity governance practices are based on the Company’s common control framework which incorporates elements from the NIST Cybersecurity Framework, the Center for Internet Security’s benchmark standards, and specific regulatory and industry requirements including Health Insurance Portability and Accountability Act and PCI.

The CISO provides at least quarterly updates on the cybersecurity program, including the results of the cybersecurity risk assessments and the related responses, to the Company’s Security Governance Council composed of members of the Executive Leadership Team and to the Board's Audit Committee. We continually monitor cybersecurity threats and have a dedicated cybersecurity team in place to identify if any of the threats may lead to a cybersecurity incident. In the event of such an incident, we will take decisive measures to thoroughly analyze, contain, and eliminate the threat. Following an incident, a comprehensive review is performed to determine whether the incident meets qualitative or quantitative materiality thresholds, and whether the incident warrants public disclosure.

Safety

We have become a safety leader in our space, which is one of our biggest accomplishments. More than 98% of Associates worked injury-free in 2023.

Since 2020, we have reached the top quartile for the Occupational Safety and Health Administration ("OSHA") safety performance. During this same period, one of our biggest accomplishments has been reducing our lost-time incidents by 76%, which includes a 20% improvement year-over-year in 2023. This improvement puts us on track to meet our 2025 safety ESG goal two years ahead of schedule. Additionally, as a byproduct of the Company’s genuine effort to protect its people, we have reduced workers' compensation losses by 36% since 2021.

We launched several safety initiatives that have contributed to these improved metrics, including:

Animal Welfare

In 2023, the Company, through its Animal Welfare Committee, continued to review its Animal Welfare Policy for compliance with applicable laws and best practices. The Company is a member of the Animal Agriculture Alliance which provides access to science-based, global animal welfare standards and best practices. In 2023, we began the process of expanding our Animal Welfare Committee to include select external industry expertise. Moreover, in partnership with suppliers, we have reviewed and expanded our third-party certification program for various species to include the standards of the National Pork Board’s Pork Quality Assurance ("PQA") Plus certification program for fresh pork products, in addition to our current seafood sourcing commitments.

Corporate Giving

Through food and funding, we donated 6.2 million meals in 2023*, which means we are on track to meet our goal of donating 20 million meals from 2023 through 2025.

In 2023, the Company donated nearly $650,000 in products and funding to support disaster relief efforts and developed an Associate Hardship Fund, which provides financial aid to Associates in times of critical need. The newly established fund supported 24 Associates throughout the year through monetary gifts and fundraisers.

Also in 2023, the SpartanNash Foundation raised and granted almost $1.1 million through four companywide fundraisers, which benefited:

*According to Feeding America, 12 pounds of food equates to 10 meals, or each meal is roughly 1.2 pounds of food.

Volunteering

Helping Hands Day is a program we host each year at our three service centers in Grand Rapids, Mich., Norfolk, Va., and Minneapolis, Minn. During this day of service, groups of Associates come together to complete volunteer projects, living our Core Behaviors - We Serve and We Have Fun. In 2023, 26 nonprofit organizations were supported through the program, and Associates volunteered 4,785 hours during the event.

Governance

Board Refreshment

The Company continues to demonstrate its ongoing commitment to Board refreshment. This effort has been demonstrated through the addition of three new independent directors in 2022 and two new independent directors in 2023. These recent additions bring relevant business and leadership experience, as well as financial acumen and diverse backgrounds and perspectives.

Out of the eight director nominees, six have been appointed in the last four years and seven are independent.

Ethical Standards

The SpartanNash Code of Conduct, which is available on the Company's website, guides the ethical behavior and decisions of our Associates and ensures the Company’s policies drive honorable and compliant decision making across the organization. All Associates are required to review and acknowledge the Code on an annual basis. The Code provides guidance for Associates on how they live values within Our Winning Recipe every day to create a safe workplace, an environment in which Associates act responsibly and with integrity, deal fairly and equitably with customers and vendor partners, as well as how they interact with the public and government entities. Among other responsible business practices, the Code requires that all Associates observe anti-trust and trade policies and regulations.

In addition to the Company’s Code of Conduct, all of our suppliers are expected to acknowledge and comply with SpartanNash’s Vendor Code of Conduct, which extends the ethical values and compliance requirements to our key partners and includes:

In coordination with a third party, we perform annual assessments of vendors for data security compliance to ensure that both the Company and our business partners maintain secure environments that defend and protect against cybersecurity threats.

SpartanNash sponsors an Anti-Money Laundering Program (“AML”), led by a designated AML compliance officer. The program establishes policies and procedures for leading practices and requires training for Associates engaged in money services transactions.

Shareholder Outreach

Throughout 2022 and 2023, the Company significantly advanced its efforts with respect to investor transparency and outreach. The increase in active investor engagement has enabled the Company to further share the progress on Our Winning Recipe, strategic direction, and the individual elements of the transformational initiatives that are underway.

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

For Additional Information

Stakeholders are encouraged to read the 2022 ESG 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 corporate owned retail stores support our core distribution business. Food 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 has an ongoing commitment to Board refreshment and 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 2023, following the departure of former independent director Matthew Mannelly, the Board appointed Ms. Kerrie D. MacPherson and Mr. Fred Bentley, Jr. to the Board, increasing the size of the Board to ten directors. Each, Ms. MacPherson and Mr. Bentley bring 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. 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 DIVERSITY

The Board believes that the Company and its shareholders are best served by having a Board that has a diversity of perspectives, education, experience, skills, gender, race, and ethnicity, and the Nominating and Corporate Governance Committee endeavors to seek out such candidates when searching for new directors. The following matrix highlights the diversity of our director nominees.

Board Diversity Matrix for Director Nominees (as of April 1, 2024)

Total Number of Director Nominees: 8

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, 2024 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, Patel and Proctor, and Ms. 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 “Investor Relations — 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 Mr. Patel 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, Mininberg and Voss, and Ms. Atkins 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 “Investor Relations — 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 during fiscal 2023 was an officer or Associate of SpartanNash or formerly an officer of SpartanNash. 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. In addition, none of the members of the Compensation Committee have engaged in transactions with related persons since the beginning of fiscal 2023.

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 “Investor Relations — Corporate Governance” section of our website, www.spartannash.com.