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TRACTOR SUPPLY CO /DE/ Proxy Solicitation & Information Statement 2020

Mar 23, 2020

30127_rns_2020-03-23_a35a95cc-0135-4773-9d3d-c3ab6a3e88d0.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 a2020proxynotice-defa14a.htm TRACTOR SUPPLY COMPANY DEFA14A html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2020 Workiva Document

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 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

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

þ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

Tractor Supply Company

(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 the appropriate box):

þ No fee required

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:


(2) Aggregate number of securities to which transaction applies:


(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


(4) Proposed maximum aggregate value of transaction:


(5) Total fee paid:


¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:


(2) Form, Schedule or Registration Statement No.:


(3) Filing Party:


(4) Date Filed:


IMPORTANT ANNUAL MEETING INFORMATION

Notice of Annual Meeting of Shareholders

Important Notice Regarding the Availability of Proxy Materials for Tractor Supply Company’s Annual Meeting of Shareholders to be Held on May 7, 2020

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement and Annual Report/10-K to shareholders are available at:

www.envisionreports.com/TSCO

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before April 25, 2020 to facilitate timely delivery.

Notice of Annual Meeting of Shareholders

The 2020 Annual Meeting of Shareholders of Tractor Supply Company will be held on May 7, 2020 at 10:00 a.m, Central Time, virtually via the Internet at www.meetingcenter.io/286434534. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is TSCO2020.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommend a vote FOR all the nominees listed on Proposal 1 and FOR Proposal 2, 3 and 4:

1. Election of Directors:
01 - Cynthia T. Jamison
02 - Ricardo Cardenas
03 - Denise L. Jackson
04 - Thomas A. Kingsbury
05 - Ramkumar Krishnan
06 - George MacKenzie
07 - Edna K. Morris
08 - Mark J. Weikel
09 - Harry A. Lawton III
2. To ratify the re-appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 26, 2020
3. Say on Pay - An advisory vote to approve executive compensation
4. To approve an amendment to the Certificate of Incorporation to eliminate the supermajority voting requirements contained therein

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

Proxy Materials available to View or Receive: Notice, Proxy Statement and Annual Report/10-K.
Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.
Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials.
Current and future delivery requests can be submitted using the options below.
If you request an email copy, you will receive an email with a link to the current meeting materials.
PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of proxy materials.
Internet – Go to www.envisionreports.com/TSCO . Click Cast Your Vote or Request Materials.
Phone – Call us free of charge at 1-866-641-4276.
Email – Send an email to [email protected] with “Proxy Materials Tractor Supply” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.
To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 25, 2020.