DEFA14A 1 d880373ddefa14a.htm DEFA14A

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☒

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

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 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

MMMMMMMMMMMM C 1234567890 ENDORSEMENT_LINE______________ SACKPACK_____________ MMMMMMM MR A SAMPLE Online DESIGNATION (IF ANY) ADD 1 Go to www.envisionreports.com/TSCO or scan 000001 ADD 2 the QR code — login details are located in the ADD 3 ADD 4 shaded bar below. MMMMMMMMM ADD 5 ADD 6 Votes submitted electronically must be received by 9:00am, Eastern Time, on May 15, 2025. Shareholder Meeting Notice 1234 5678 9012 345 Important Notice Regarding the Availability of Proxy Materials for Tractor Supply Company’s Annual Meeting of Stockholders to be Held on May 15, 2025 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 instructions to access the virtual 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 Notice of Annual Meeting, 2025 Proxy Statement and Annual Report/10-K to stockholders are available at: www.envisionreports.com/TSCO Easy Online Access — View your proxy materials and vote. Step 1: Go to www.envisionreports.com/TSCO. 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 selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares. 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 May 5, 2025 to facilitate timely delivery. 2 NOT COY 044AIF

Notice of Annual Meeting of Stockholders The 2025 Annual Meeting of Stockholders of Tractor Supply Company will be held on May 15, 2025, 8:00 a.m., Central Time, virtually via the Internet at meetnow.global/MU52XYW. 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. 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 Proposals 2 – 4. 1. To elect the nine director nominees named in the proxy statement to serve a one-year term ending at the 2026 Annual Meeting of Stockholders 01—Joy Brown 02—Ricardo Cardenas 03—Meg Ham 04—André Hawaux 05—Denise L. Jackson 06—Ramkumar Krishnan 07—Edna K. Morris 08—Mark J. Weikel 09—Harry A. Lawton III 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2025; 3. To approve, on a non-binding, advisory basis, the compensation of the named executive officers of the Company (Say on Pay); and 4. To approve the amendment to the Company’s Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and to make certain conforming changes. 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. Here’s how to order a copy of the proxy materials and select delivery preferences: Proxy Materials available to View or Receive: Notice of Annual Meeting, 2025 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. 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 the 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 investorvote@computershare.com 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 proxy materials must be received by May 5, 2025.