Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Election of Director
On December 29, 2020, the Board of Directors (the Board) of Vital Farms, Inc. (the Company) increased the size of the Board
from eight to nine directors and, following the recommendation of the Nominating and Corporate Governance Committee, appointed Kofi Amoo-Gottfried to serve as a member of the Board and as a member of the Boards Nominating and Corporate
Governance Committee, effective January 4, 2021. Mr. Amoo-Gottfried is a Class I director whose term will expire at the Companys 2021 Annual Meeting of Stockholders. The Board has determined that Mr. Amoo-Gottfried is
independent pursuant to the rules of The Nasdaq Stock Market LLC (Nasdaq) and other governing laws and applicable regulations.
There is no arrangement or understanding between Mr. Amoo-Gottfried and any other person pursuant to which he was selected as a director, and there is no
family relationship between Mr. Amoo-Gottfried and any of the Companys other directors or executive officers. There are no transactions between Mr. Amoo-Gottfried and the Company that would be required to be reported under Item
404(a) of Regulation S-K.
As a non-employee director of the Company,
Mr. Amoo-Gottfried is eligible to participate in the Companys compensation arrangements for non-employee directors, which are described in more detail in the Companys Non-Employee Director Compensation Policy, filed as Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission
(SEC) on November 10, 2020. In connection with Mr. Amoo-Gottfrieds election to the Board, the Company and Mr. Amoo Gottfried entered into the Companys standard form of indemnification agreement, a copy of which
was filed as Exhibit 10.9 to the Companys Registration Statement on Form S-1 (File No. 333-239772) filed with the SEC on July 9, 2020. This agreement
requires the Company to indemnify Mr. Amoo-Gottfried, to the fullest extent permitted by Delaware law, for certain liabilities to which he may become subject as a result of his affiliation with the Company.
On January 5, 2021, the Company issued a press release announcing Mr. Amoo-Gottfrieds appointment to the Board. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Appointment of Principal Accounting Officer
Effective
January 4, 2021, the Board appointed Jeffery S. Dawson to serve as Chief Accounting Officer and as the principal accounting officer of the Company. Bo Meissner will continue serving as principal financial officer of the Company.
Mr. Dawson joined the Company as Chief Accounting Officer in January 2021. Prior to joining the Company, Mr. Dawson served as Senior Vice President,
Chief Accounting Officer of Dean Foods Company from January 2019 to December 2020. Prior to Dean Foods, Mr. Dawson served as Chief Accounting Officer, North America for Nokia Oy (formerly Alcatel-Lucent SA) from 2009 to January 2019. Prior to
that, Mr. Dawson served in a broad range of finance and accounting roles at Stanley Black & Decker, Georgia-Pacific LLC, Velocita Corporation and Deloitte. Mr. Dawson received his B.B.A. in accounting from Texas A&M University
and is a Certified Public Accountant.
There are no family relationships among Mr. Dawson and any of the Companys directors or executive
officers, nor are there any related party transactions between Mr. Dawson and the Company that would be required to be reported under Item 404(a) of Regulation S-K.