DEF 14A 1 tmb-20230607xdef14a.htm DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ◻

Check the appropriate box:

◻	Preliminary Proxy Statement

◻	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

◻	Definitive Additional Materials

◻	Soliciting Material under §240.14a-12

Sovos Brands, Inc.

_______________________________________________________________________________________

(Name of Registrant as Specified in Its Charter)

_______________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

◻	Fee paid previously with preliminary materials.

◻	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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MESSAGE FROM OUR CHAIRMAN

Sovos Brands, Inc.
168 Centennial Parkway, Suite 200
Louisville, CO 80027

April 27, 2023

Dear Fellow Stockholders:

I am pleased to invite you to Sovos Brands’ 2023 Annual Meeting of Stockholders. The Company had an eventful and successful first full year as a public company and the Board is encouraged by both the excellent results and the Company’s future prospects. The Company generated sector-leading top-line performance, reaching more households across the country than ever before with its strong portfolio of brands. The Board and Management remain focused on continuing to profitably grow the Company’s brands, with a particular focus on growing the Rao’s brand to $1 billion of net sales and beyond.

The Board is confident that the Company’s growth plans and focused strategic priorities will create long-term value for all stockholders. We actively engage with management to ensure effective corporate governance and oversight and continue to support their efforts to build a talented team with an empowering and inclusive culture.

I encourage all our stockholders to vote on the proposals to be presented at the Annual Meeting. We appreciate your feedback and will take your comments into account as we seek to grow our business. Please contact us with any questions at CorporateSecretary@sovosbrands.com. You can also provide your questions in advance of the Annual Meeting via www.proxyvote.com.

On behalf of the entire Board of Directors, thank you for your support.

Sincerely,

William R. Johnson
Sovos Brands Board Chair

WILLIAM R. JOHNSON

SOVOS BRANDS BOARD CHAIR

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NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders (the “Annual Meeting”) of Sovos Brands, Inc., a corporation organized under Delaware law (the “Company”), will be held at 9:00 a.m. Mountain Time on June 7, 2023. The Annual Meeting will be a completely virtual meeting conducted via live webcast. We believe this is the most effective approach for enabling increased stockholder attendance and participation while also protecting the health and safety of our stockholders, directors and participating employees.


	Agenda	Board Recommendation	Meeting Logistics
Item 1	Elect David W. Roberts and Vijayanthimala (Mala) Singh as Class II Directors to serve until the 2026 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified;	FOR each nominee	When: Wednesday, June 7, 2023 How I can attend: Visit virtualshareholdermeeting.com/SOVO2023 and enter your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. You may also submit questions in advance through www.proxyvote.com and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials until 9:59 p.m. Mountain Time on June 6, 2023.
Item 2	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2023.	FOR
We may also transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Who Can Vote:

Holders of record of our common stock as of the close of business on April 12, 2023 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to CorporateSecretary@sovosbrands.com stating the purpose of the request and providing proof of ownership of Company stock. The list of these stockholders will also be available during the Annual Meeting after entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

This Proxy Statement and the Company’s Annual Report to Stockholders for the year ended December 31, 2022 (the “Annual Report”) will be released on or about April 27, 2023 to our stockholders on the Record Date.

By Order of the Board of Directors,

Isobel Jones, Corporate Secretary
April 27, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 7, 2023: This Proxy Statement and our Annual Report to Stockholders are available at https://www.proxyvote.com/.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

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Notice of Annual Meeting of Stockholders
Proxy Statement Summary	1
Questions and Answers About the 2023 Annual Meeting of Stockholders	5
Corporate Governance	11
Director Compensation	24
Proposal 1: Election of Class II Directors	26
Proposal 2: Ratification of Independent Registered Public Accounting Firm	28
Report of the Audit Committee of the Board of Directors	30
Executive Compensation	31
Security Ownership of Certain Beneficial Owners and Management	45
Delinquent Section 16(a) Reports	47
Certain Relationships and Related Person Transactions	47
Stockholders’ Proposals	49
Other Matters	49
Solicitation of Proxies	49
Sovos Brands, Inc.’s Annual Report on Form 10-K	50
Appendix	A-1

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Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding Sovos Brands’ market opportunity, anticipated growth, and future financial performance. These forward-looking statements are based on Sovos Brands’ current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions, and changes in circumstances that may cause Sovos Brands’ actual results, performance, or achievements to differ materially from those expressed or implied in any forward-looking statement.

These risks and uncertainties are more fully described in Sovos Brands’ filings with the Securities and Exchange Commission (the “SEC”), including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and other filings and reports that Sovos Brands may file from time to time with the SEC. Moreover, Sovos Brands operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for management to predict all risks, nor can Sovos Brands assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements Sovos Brands may make. In light of these risks, uncertainties and assumptions, Sovos Brands cannot guarantee that future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Forward-looking statements represent managements’ beliefs and assumptions only as of the date of this Proxy Statement. Sovos Brands disclaims any obligation to update forward-looking statements except as required by law.

Websites

Materials available on or through our investor relations website at ir.sovosbrands.com or any other website that is referenced in this Proxy Statement are not part of or incorporated by reference into this Proxy Statement.

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Proxy Statement Summary

voting at the meeting

Stockholders of Record. If you are a stockholder of record, you may vote:


	BY INTERNET: You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card;
	BY TELEPHONE: You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;
	BY MAIL: You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or
	ELECTRONICALLY AT THE MEETING: If you attend the meeting online, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the meeting.

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 9:59 p.m., Mountain Time, on June 6, 2023. To participate in the Annual Meeting, including to vote via the Internet or telephone, you will need the 16-digit control number included on your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Whether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your proxy, you may still decide to attend the Annual Meeting and vote your shares electronically.

Beneficial Owners of Shares Held in “Street name.” If your shares are held in “street name” through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares online at the Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. You may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the Record Date.


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Proxy Statement Summary

Corporate Governance Highlights

Board Governance Practices



	 Independent Board Chair  Strong Board diversity, with 3 of 9 directors being women, including the Chair of the Audit Committee  Fully independent Audit Committee, Compensation Committee and Governance Committee  Sunset for classified Board not later than the annual meeting of stockholders following the fifth anniversary of our IPO  Director resignation policy tied to failure to receive the support of a majority of votes cast  Robust Corporate Governance Guidelines		 Robust Code of Conduct and Ethics  Audit Committee oversight of cyber-risk  Annual CEO evaluation by the Compensation Committee  Annual Board and committee self-evaluations  Regular executive sessions of the independent directors, at the Board and committee level Stock ownership guidelines applicable to directors and executive officers

Our Class II Director Nominees At A Glance


NAME	AGE	independence	PRINCIPAL OCCUPATION	SOVOS COMMITTEE MEMBERSHIPS
David W. Roberts	39	Independent	Former Principal, Advent International Corporation	Governance Committee (Chair), Compensation Committee
Vijayanthimala (Mala) Singh	52	Independent	Chief People Officer, Electronic Arts, Inc.	Governance Committee, Compensation Committee


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Proxy Statement Summary

PERFORMANCE AND KEY Compensation Highlights

Business Performance Highlights

2022 was a strong year for Sovos Brands and the exceptional team that comes to work every day to grow our business. We delivered sector-leading net sales growth that importantly was volume led, with the Rao’s brand surpassing $500 million dollars of net sales. We also improved our gross margins across the year, reflecting successful execution of pricing and productivity initiatives, while increasing our investments in marketing, R&D and talent. And we made great strides on our innovation plans, including entering new categories to meet consumer demands for elevated culinary experiences at home.

Net sales of $878.4 million represented an increase of 22.1% for fiscal 2022 compared to fiscal 2021, or 19.5% organic net sales growth¹, driven by 10.8% volume and 8.7% price/mix. The increase in net sales was primarily driven by the Rao’s brand, which grew 34.9% year-over-year on an organic basis, reflecting double-digit growth in each of the categories in which Rao’s competes. On an organic net sales basis, noosa grew 5.8%, and Michael Angelo’s grew modestly. In December 2022, Sovos Brands divested the Birch Benders brand.

Net loss of $(53.5) million represented a decrease of $55.4 million in fiscal 2022 primarily due to the impairment and subsequent divestiture of the Birch Benders brand and certain related assets. Adjusted EBITDA² of $119.8 million represented an increase of $4.7 million, or 4.1%, for fiscal 2022 compared to fiscal 2021. The increase in adjusted EBITDA was driven by strong volume growth, increased pricing and productivity savings, offset by elevated inflation and growth-oriented investments in our talent, brand-building capabilities and innovation.

Our impressive top line results reflect a combination of strong volume growth and higher pricing, resulting in market share gains. Importantly, we believe our portfolio has ample runway for future growth given the low level of household penetration of each of our brands. We will prioritize top line growth, focusing on gaining new distribution and driving awareness for our delicious products made with high quality ingredients to add more households to our brand. On the bottom line, we plan to utilize a robust slate of productivity savings and pricing initiatives to improve our margins while continuing to invest to drive long-term growth. All in, we are confident that we are taking the actions needed to support double-digit growth for organic net sales and adjusted EBITDA in 2023.


NET SALES			RAO’S NET SALES
2021	2022	22% ä	2021	2022	38% ä
$719.2M	$878.4M	22% ä		$420.0M	38% ä	$580.1M

Organic net sales is defined as reported net sales excluding, when they occur, the impact of a 53rd week of shipments, acquisitions and divestitures. For fiscal 2022 results, organic net sales growth excludes the 53^rd week of shipments. The divestiture of the Birch Benders brand and certain related assets occurred on December 30, 2022 and did not impact results for the fiscal year. For a reconciliation of organic net sales growth to reported net sales growth, see Appendix A.

Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of adjusted EBITDA to net income (loss), see Appendix A.


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Proxy Statement Summary

Summary of Key Compensation Practices


What We Do
● Alignment of pay and performance ● Significant proportion of compensation linked to performance ● All long-term compensation is equity-based ● Engagement of an independent compensation consultant ● Ban on hedging, pledging, and short sales of Sovos securities for executives and directors ● Limited perquisites ● Stock ownership guidelines implemented for executives and directors

What We Do Not Do
● No single trigger cash severance benefits upon a change in control under executive severance plan ● No cash component in long-term incentive plans ● No guaranteed salary increases or bonuses for our current executives ● No payment of dividends or dividend equivalents until performance units are earned ● No evergreen or reload feature; no shares added to stock plan without stockholder approval ● No excessive perquisites


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Questions and Answers about the 2023 Annual Meeting of Stockholders

Proxy Statement

This Proxy Statement contains information relating to the solicitation of proxies by the Board of Directors (the “Board”) of Sovos Brands, Inc. (“Sovos Brands” or the “Company”) for use at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Our Annual Meeting will be held at 9:00 a.m. Mountain Time on Wednesday, June 7, 2023, by means of a live, virtual-only online webcast.

Only stockholders of record as of the close of business on April 12, 2023 (the “Record Date”) are entitled to receive notice of the Annual Meeting and to vote during the Annual Meeting or any continuation, adjournments or postponements of the Annual Meeting. As of the Record Date, there were 101,226,478 shares of our common stock issued and outstanding and entitled to vote during the Annual Meeting. In accordance with the rules of the Securities and Exchange Commission (“SEC”), we are furnishing our proxy materials, including this Proxy Statement and our Form 10-K for the year ended December 31, 2022, to our stockholders via Internet. On or about April 27, 2023, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) that contains instructions on how to access our proxy materials on the Internet and how to vote. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice of Internet Availability.

Questions and Answers about the 2023 Annual Meeting of Stockholders

Why did I receive these proxy materials?

You are viewing or have received these proxy materials because the Board of Directors of Sovos Brands (the “Board”) is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares.

On or about April 27, 2023 we will mail to our stockholders the Internet Notice containing instructions on how to access this Proxy Statement and our Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Internet Notice.

If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

What is “householding” and what if I want to receive my own set of materials?

The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If


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Questions and Answers about the 2023 Annual Meeting of Stockholders

you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.

What is proposed for stockholders to approve at the Annual Meeting?

At the Annual Meeting, our stockholders will be asked to:

●

Elect David W. Roberts, and Mala Singh as Class II Directors to serve until the 2026 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified;

●

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2023; and

●

Transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

What does the Board recommend?

The Board of Directors (“Board”) recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted, and the Board of Directors recommends that you vote:

●

FOR the election of David W. Roberts and Mala Singh as Class II Directors; and

●

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2023.

Will any other business be conducted at the Annual Meeting?

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

Who is entitled to vote at the Annual Meeting?

The Record Date for the Annual Meeting is April 12, 2023. You are entitled to vote at the Annual Meeting only if you were a stockholder of record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each outstanding share of common stock is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there were 101,226,478 shares of common stock outstanding and entitled to vote at the Annual Meeting.


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Questions and Answers about the 2023 Annual Meeting of Stockholders

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank or broker on a person’s behalf.

Am I entitled to vote if my shares are held in “street name”?

Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in "street name", and you would like to vote your shares online at the Annual Meeting, you should contact your bank or broker to obtain your 16 digit control number or otherwise vote through the bank or broker.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, online or by proxy, of the holders of a majority in voting power of the common stock entitled to vote at the Annual Meeting will constitute a quorum.

Who can attend the Annual Meeting?

You may attend and participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/SOVO2023. To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. You may also join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 9:00 a.m. Mountain Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Mountain Time and you should allow ample time for the check-in procedures.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, the Chair of the Annual Meeting is authorized by our Amended and Restated Bylaws to adjourn the meeting, without the vote of stockholders.

What does it mean if I receive more than one Internet Notice or more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy


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Questions and Answers about the 2023 Annual Meeting of Stockholders

materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning each enclosed proxy card in each enclosed envelope.

How do I vote?

Stockholders of Record. If you are a stockholder of record, you may vote:

●

by Internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card;

●

by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;

●

by Mail—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or

●

Electronically at the Meeting—If you attend the meeting online, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the meeting.

Beneficial Owners of Shares Held in “Street Name.” If your shares are held in “street name” through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares online at the Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. Without your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the Record Date.

Can I change my vote after I submit my proxy?

Yes. If you are a stockholder of record, you may revoke your proxy and change your vote:

●

by submitting a duly executed proxy bearing a later date;

●

by granting a subsequent proxy through the Internet or telephone;

●

by giving written notice of revocation to the Secretary prior to or at the Annual Meeting; or

●

by voting online at the Annual Meeting.

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote online at the Annual Meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote online at the Annual Meeting using your 16-digit control number or otherwise voting through your bank or broker.


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Questions and Answers about the 2023 Annual Meeting of Stockholders

Who will count the votes?

A representative of The Carideo Group, our inspector of election, will tabulate and certify the votes.

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors as specified above and elsewhere in this Proxy Statement.

Why hold a virtual meeting?

The Annual Meeting will be a completely virtual meeting conducted via live webcast. We believe this is the most effective approach for enabling increased stockholder attendance and participation while also protecting the health and safety of our stockholders, directors and participating employees. You will be able to attend the Annual Meeting online and submit your questions by visiting www.virtualshareholdermeeting.com/SOVO2023. You also will be able to vote your shares electronically at the Annual Meeting by following the instructions above.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on www.virtualshareholdermeeting.com/SOVO2023.

Will there be a question and answer session during the Annual Meeting?

In connection with the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted online during or prior to the meeting that are pertinent to the Company and meeting matters, as time permits. Questions not related to the proposals being voted on will be deferred until the formal business of the Annual Meeting has been concluded. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the Annual Meeting?” will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things irrelevant to the business of the Company or to the business of the Annual Meeting; related to material non-public information of the Company, including the status or results of our business since our last periodic report; related to any pending, threatened or ongoing litigation; related to personal grievances; derogatory references to individuals or that are otherwise in poor taste; substantially repetitious of questions already posed by another stockholder; in excess of the two question limit; in furtherance of the stockholder’s personal or business interests; or out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Secretary of the meeting in their reasonable judgment.

You may also submit questions in advance through www.proxyvote.com and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials until 9:59 p.m. Mountain Time on June 6, 2023. Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the Annual Meeting?”.


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Questions and Answers about the 2023 Annual Meeting of Stockholders

How many votes are required for the approval of the proposals to be voted upon and how will votes withheld, abstentions and broker non-votes be treated?


Proposal	Votes required	Effect of Votes Withheld, Abstentions and Broker Non-Votes
Proposal 1: Election of Directors	The plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote thereon. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors.	Votes withheld and broker non-votes will have no effect on the outcome of this proposal.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	The affirmative vote of the holders of a majority in voting power of the shares of stock of the Company which are present in person or by proxy and entitled to vote thereon.	Abstentions will have the same effect as a vote against this proposal. Although broker non-votes are not expected for Proposal 2, if there are any such votes, they will have no effect on the outcome of this proposal.

What is a “vote withheld” and an “abstention” and how will votes withheld and abstentions be treated?

A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the proposal regarding the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors. Abstentions will have the same effect as a vote against the ratification of the appointment of Deloitte & Touche LLP.

What are broker non-votes and do they count for determining a quorum?

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, without instructions from the beneficial owner of those shares and therefore no broker non-votes are expected in connection with Proposal 2. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors. Broker non-votes count for purposes of determining whether a quorum is present.

Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC after the Annual Meeting.


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Corporate Governance

SEC Form DEF 14A filed by Sovos Brands Inc.