Sprouts Farmers Market, Inc. (SFM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

On November 14, 2016, J. Douglas Sanders notified Sprouts Farmers
Market, Inc. (the Company) that he is resigning from his role as
Executive Chairman of the Board of Directors (the Board) to focus
his efforts on his recent appointment as chief executive officer
of a technology company, effective at the Boards forthcoming
scheduled meeting on February 20, 2017.Mr. Sanderss resignation,
which was accepted by the Board, was not the result of any
disagreement with the Company or the Board, and the Company
thanks Mr. Sanders for his many years of service to the
Company.In accordance with the letter agreement between the
Company and Mr. Sanders, dated August 6, 2015 and previously
filed with the Securities and Exchange Commission, Mr. Sanders
will receive certain payments beginning upon the effective date
of his resignation in February 2017. Mr. Sanders will receive
approximately $3 million, payable over a two-year period.

In order to fill the vacancy of the Chairperson of the Board
position created by the forthcoming resignation of Mr. Sanders,
the Board has appointed Joseph Fortunato, a current independent
member of the Board, as non-executive Chairman of the Board,
effective upon the resignation of Mr. Sanders on February 20,
2017.

A press release discussing these matters is furnished as Exhibit
99.1 to this Current Report on Form 8-K.

(d)Exhibits

About Sprouts Farmers Market, Inc. (SFM)