Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 11, 2026, the Board of Directors (the “Board”) of Vital Farms, Inc. (the “Company”) approved and adopted the amended and restated bylaws of the Company (the “Amended Bylaws”), which became effective immediately. The Amended Bylaws reflect, among other things, the following principal changes:…
Filed Aug 17, 2026Accepted Aug 17, 2026, 10:45 AM EDTCIK 1579733Accession 0001193125-26-353479
Vital Farms (Nasdaq: VITL) is a Certified B Corporation that offers a range of ethically produced foods nationwide. Started on a single farm in Austin, Texas, in 2007, Vital Farms is now a national consumer brand that works with more than 625 small farms and is the leading U.S. brand of pasture-raised eggs by retail dollar sales. Vital Farms’ ethics are exemplified by its focus on the humane treatment of farm animals and sustainable farming practices. In addition, as a Delaware public benefit corporation, Vital Farms prioritizes the long-term benefits of each of its stakeholders, including farmers and suppliers, customers and consumers, communities and the environment, and crew members and stockholders. Vital Farms’ products, including shell eggs, hard-boiled eggs, and liquid whole eggs, are sold in more than 24,000 stores nationwide. Vital Farms pasture-raised eggs can also be found on menus at hundreds of foodservice operators across the country. For more information, visit https://vitalfarms.com/.
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 11, 2026, the Board of Directors (the “Board”) of Vital Farms, Inc. (the “Company”) approved and adopted the amended and restated bylaws of the Company (the “Amended Bylaws”), which became effective immediately. The Amended Bylaws reflect, among other things, the following principal changes:
Advance Notice - Informational and Disclosure Requirements: The amendments restructure and expand the advance notice disclosure and procedural requirements applicable to stockholder nominations of persons for election to the Board and stockholder proposals of other business, addressing (i) the extension of disclosure obligations to beneficial owners and other associated persons; (ii) expanded disclosure regarding a proposed nominee’s relationships and compensation arrangements with the nominating stockholder and its associated persons; (iii) verification and affirmation procedures; (iv) revised deadlines for updating and supplementing information previously submitted; and (v) permitted means of delivery of stockholder notices. The Amended Bylaws also expand the representations and agreements required of stockholder-nominated candidates.
Conduct of stockholder meetings: The amendments clarify the authority of the Chairperson of the Board and the Board to adopt rules, regulations and procedures for the conduct of stockholder meetings.
Director eligibility: The amendments establish eligibility standards for any director candidate for election or appointment to the Board, including a requirement that such candidates make themselves reasonably available for interviews by the Board or any committee thereof.
Emergency Bylaws: The amendments establish procedures to implement emergency bylaws pursuant to Section 110 of the Delaware General Corporation Law. The emergency bylaws provide for the governance of the Company during an emergency, including alternative means for calling and conducting Board meetings, modified quorum requirements for Board action and limitations on liability for emergency actions.
The Amended Bylaws also include various other updates, including certain technical, conforming and clarifying changes. The foregoing description of the changes contained in the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.