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
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¨ | 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)
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¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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¨ 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.
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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 1, 2014
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ 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 stockholders are available at:
www.envisionreports.com/TSCO
 | Easy Online Access — A Convenient Way to View Proxy Materials and Vote |
When you go online to view materials, you can also vote your shares. | |
Step 1: Go to www.envisionreports.com/TSCO to view the materials. | |
Step 2: Click on Cast Your Vote or Request Materials. | |
Step 3: Follow the instructions on the screen to log in. | |
Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. | |
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 paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before April 22, 2014 to facilitate timely delivery. |
Notice of Annual Meeting of Shareholders |
Tractor Supply’s Annual Meeting of Shareholders will be held on May 1, 2014 at 200 Powell Place, Brentwood, TN 37027, at 10:00 a.m. central time. Directions to the Annual Meeting can be found in the Proxy Statement.
Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 3, 4 and 5.
1. | Election of Directors: |
01 - Cynthia T. Jamison | |
02 - Johnston C. Adams | |
03 - Peter D. Bewley | |
04 - Jack C. Bingleman | |
05 - Richard W. Frost | |
06 - George MacKenzie | |
07 - Edna K. Morris | |
08 - Gregory A. Sandfort | |
09 - Mark J. Weikel | |
2. | To approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from two hundred million (200,000,000) to four hundred million (400,000,000) |
3. | To re-approve the material terms of the performance goals under our 2009 Stock Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code |
4. | To ratify the reappointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2014. |
5. | Say on Pay - An advisory vote to approve executive compensation. |
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any postponement or adjournment thereof.
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote 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.
| Here’s how to order a copy of the proxy materials and select a future delivery preference: | |
Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. | ||
E-mail 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. | ||
PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. | ||
Internet – Go to www.envisionreports.com/TSCO. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. | ||
Telephone – Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. | ||
Email – Send email to investorvote@computershare.com with “Proxy Materials Tractor Supply” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. | ||
To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 22, 2014. | ||