DEF 14A 1 tmb-20220609xdef14a.htm DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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

Sovos Brands, Inc.

_______________________________________________________________________________________

(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.

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MESSAGE FROM OUR CHAIRMAN

Sovos Brands, Inc.
168 Centennial Parkway, Suite 200
Louisville, CO 80027

April 25, 2022

Dear Fellow Stockholders:

It is my pleasure to invite you to the 2022 Annual Meeting of Sovos Brands Stockholders – our first Annual Meeting as a public company. The meeting will update you on the great progress the Company has made as well as give you an opportunity to provide feedback to the Company and the Board of Directors. We value your comments and take them into account as we perform our Board responsibilities.

The Board continues to be proud of and impressed by our Sovos Brands team. The team executed a successful initial public offering in September of 2021, while also maintaining Sovos Brands as the fastest-growing food company of scale in the United States (as of March 15, 2022). Your Board is focused on supporting the team and the Company with effective corporate governance and oversight as we continue to grow the business sustainably, deliver long-term value for our stockholders and build out the Company’s ESG framework.

Although 2021 presented complex and, to some extent, unprecedented challenges, our agile, growth-oriented and experienced team successfully navigated those adverse market conditions. The Sovos Brands team remains laser focused on increasing household penetration, successful category expansion and continuing to bring our consumers high-quality, “one-of-a kind” brands. The Board is excited about the potential for Sovos Brands as it continues to grow, implement its strategic goals and mature as a public company.

We greatly appreciate and value stockholder feedback, and on behalf of the Board, I would like to encourage all my fellow stockholders to send us their thoughts, and to vote on the proposals to be presented at the Annual Meeting. As we approach that meeting, please contact us with any questions at CorporateSecretary@sovosbrands.com. You can also provide your questions in advance of the Annual Meeting via www.proxyvote.com.

On behalf of the entire Board of Directors, thank you for your support.

Sincerely,

William R. Johnson
Sovos Brands Board Chair

WILLIAM R. JOHNSON

SOVOS BRANDS BOARD CHAIR

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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders (the “Annual Meeting”) of Sovos Brands, Inc., a corporation organized under Delaware law (the “Company”), will be held at 9:00 a.m. Mountain Time on June 9, 2022. The Annual Meeting will be a completely virtual meeting conducted via live webcast. We believe this is the most effective approach for enabling increased stockholder attendance and participation while also protecting the health and safety of our stockholders, directors and participating employees.


	Agenda	Board Recommendation	Meeting Logistics
Item 1	Elect Todd R. Lachman, Neha U. Mathur, and Valarie L. Sheppard as Class I Directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified;	FOR each nominee	When: Wednesday, June 9, 2022 How I can attend: Visit virtualshareholdermeeting.com/SOVO2022 and enter your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. You may also submit questions in advance through www.proxyvote.com and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials until 9:59 p.m. Mountain Time on June 8, 2022.
Item 2	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.	FOR
We may also transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Who Can Vote:

Holders of record of our common stock as of the close of business on April 12, 2022 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to CorporateSecretary@sovosbrands.com stating the purpose of the request and providing proof of ownership of Company stock. The list of these stockholders will also be available during the Annual Meeting after entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

This Proxy Statement and the Company’s Annual Report to Stockholders for the year ended December 25, 2021 (the “2022 Annual Report”) will be released on or about April 25, 2022 to our stockholders on the Record Date.

By Order of the Board of Directors,

Text, letter

Description automatically generated
Isobel Jones, Corporate Secretary
April 25, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 9, 2022: This Proxy Statement and our 2022 Annual Report to Stockholders are available at https://www.proxyvote.com/.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

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Notice of Annual Meeting of Stockholders
Proxy Statement Summary	1
Questions and Answers About the 2022 Annual Meeting of Stockholders	5
Corporate Governance	12
Director Compensation	22
Proposal 1: Election of Class 1 Directors	24
Proposal 2: Ratification of Independent Registered Public Accounting Firm	27
Report of the Audit Committee of the Board of Directors	29
Executive Compensation	30
Security Ownership of Certain Beneficial Owners and Management	44
Certain Relationships and Related Person Transactions	46
Stockholders’ Proposals	48
Other Matters	48
Solicitation of Proxies	48
Sovos Brands Inc.’s Annual Report on Form 10-K	49
Appendix

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Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding Sovos Brands’ market opportunity, anticipated growth, and future financial performance, including with respect to the Company’s compensation programs. These forward-looking statements are based on Sovos Brands’ current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions, and changes in circumstances that may cause Sovos Brands’ actual results, performance, or achievements to differ materially from those expressed or implied in any forward-looking statement.

These risks and uncertainties are more fully described in Sovos Brands’ filings with the Securities and Exchange Commission (the “SEC”), including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 25, 2021, and other filings and reports that Sovos Brands may file from time to time with the SEC. Moreover, Sovos Brands operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for management to predict all risks, nor can Sovos Brands assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements Sovos Brands may make. In light of these risks, uncertainties and assumptions, Sovos Brands cannot guarantee that future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Forward-looking statements represent managements’ beliefs and assumptions only as of the date of this Proxy Statement. Sovos Brands disclaims any obligation to update forward-looking statements except as required by law.

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Proxy Statement Summary

voting at the meeting

Stockholders of Record. If you are a stockholder of record, you may vote:


	BY INTERNET: You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card;
	BY TELEPHONE: You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;
	BY MAIL: You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or
	ELECTRONICALLY AT THE MEETING: If you attend the meeting online, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the meeting.

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 9:59 p.m., Mountain Time, on June 8, 2022. To participate in the Annual Meeting, including to vote via the Internet or telephone, you will need the 16-digit control number included on your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Whether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your proxy, you may still decide to attend the Annual Meeting and vote your shares electronically.

Beneficial Owners of Shares Held in “Street name.” If your shares are held in “street name” through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares online at the Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. You may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the Record Date.


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Proxy Statement Summary

Corporate Governance Highlights

Board Governance Practices



	 Independent Board Chair  Strong Board diversity, with 3 of 8 directors being women, including the Chair of the Audit Committee  Fully independent Compensation Committee and Nominating and Corporate Governance Committee  Sunset for classified Board not later than the annual meeting of stockholders following the fifth anniversary of our IPO  Director resignation policy tied to failure to receive the support of a majority of votes cast  Robust Corporate Governance Guidelines		 Robust Code of Conduct and Ethics  Audit Committee oversight of cyber-risk  Annual CEO evaluation by the Compensation Committee  Annual Board and committee self-assessments  Regular executive sessions of the independent directors, at the Board and committee level  Establishing stock ownership guidelines to be applicable to directors and executive officers

Our Class I Director Nominees At A Glance


NAME	AGE	independence	PRINCIPAL OCCUPATION	SOVOS COMMITTEE MEMBERSHIPS
Todd R. Lachman	59	Non-independent	Founder and CEO of Sovos Brands, Inc.	None
Neha U. Mathur	30	Independent	Vice President, Advent International Corporation	Nominating and Corporate Governance Committee
Valarie L. Sheppard	58	Independent	Retired Treasurer and Controller, Procter & Gamble Co.	Chair, Audit Committee


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Proxy Statement Summary

PERFORMANCE AND KEY Compensation Highlights

Business Performance Highlights

2021 proved to be an exceptional year for Sovos Brands thanks to the entire Sovos team and all our partners who worked tirelessly during this landmark year, notably, our frontline heroes who came to work every day to produce our absolutely delicious Sovos products.

We delivered record financial performance in 2021 and exceeded our full year guidance on Net Sales and Adjusted EBITDA while achieving many important milestones, such as becoming the #2 brand in the pasta and pizza sauce category and successfully completing our IPO last fall.

Net sales of $719.2 million represented an increase of $159.1 million, or 28.4%, for fiscal 2021 compared to fiscal 2020. The increase in net sales was primarily due to a $106.3 million, or 34%, increase in Rao’s net sales, the majority of which was driven by higher sauce and frozen shipments to key customers. Household penetration of our sauce business grew to 10.9% in fiscal 2021, up over 260 basis points compared to fiscal 2020. As we exited the fourth quarter of 2021, Rao’s became the #2 pasta & pizza sauce brand in dollar consumption. Higher shipments for noosa, namely in spoonable yogurt, drove an incremental $10.0 million of net sales. The Birch Benders brand, which was acquired in October 2020 and was therefore not included for a full year in the results for fiscal 2020, accounted for $47.3 million of the increase.

Net income of $1.9 million represented a decrease of $8.9 million, or 82.3%, for fiscal 2021 primarily as a result of significant inflationary pressures as well as transaction- and IPO- related activities. Adjusted EBITDA¹ of $115.1 million represented an increase of $24.0 million, or 26.3%, for fiscal 2021 compared to fiscal 2020. The increase in Adjusted EBITDA was primarily a result of higher net sales and the acquisition of Birch Benders in October 2020, offset by incremental costs from inflationary pressures and global logistical constraints, and higher promotional spending.

The strength of our underlying business is evident in our financial results as well as the measurable gains in market share and household penetration of our core offerings. While the operating environment remains highly fluid and supply chain pressures continue to persist, we will continue to execute on our plan to relentlessly pursue outsized top line growth, leveraging our growth-oriented capabilities and organization while protecting our margins through pricing actions and productivity initiatives. In addition to our expectations for continued strong growth in volume, we are confident that we are taking the actions needed to support another year of strong profitable growth in 2022.


NET SALES			ADJUSTED EBITDA¹
2020	2021	28% ä	2020	2021	26% ä
$560.1M	$719.2M	28% ä		$91.1M	26% ä	$115.1M

Adjusted EBITDA is a non-GAAP financial measure. See appendix for a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures.


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Proxy Statement Summary

Summary of Key Compensation Practices


What We Do
● Alignment of pay and performance ● Significant proportion of compensation linked to performance ● All long-term compensation is equity-based ● Engagement of an independent compensation consultant ● Ban on hedging, pledging, and short sales of Sovos securities for executives and directors ● Limited perquisites ● Stock ownership guidelines to be implemented for executives and directors

What We Do Not Do
● No single trigger cash severance benefits upon a change in control under executive severance plan ● No cash component in long-term incentive plans ● No re-pricing or backdating of options without stockholder approval ● No guaranteed salary increases or bonuses for our current executives ● No payment of dividends or dividend equivalents until performance units are earned ● No evergreen or reload feature; no shares added to stock plan without stockholder approval ● No excessive perquisites


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Questions and Answers about the 2022 Annual Meeting of Stockholders

Proxy Statement

This Proxy Statement contains information relating to the solicitation of proxies by the Board of Directors (the “Board”) of Sovos Brands, Inc. (“Sovos Brands” or the “Company”) for use at our 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Our Annual Meeting will be held at 9:00 a.m. Mountain Time on Thursday, June 9, 2022, by means of a live, virtual-only online webcast.

Only stockholders of record as of the close of business on April 12, 2022 (the “Record Date”) are entitled to receive notice of the Annual Meeting and to vote during the Annual Meeting or any continuation, adjournments or postponements of the Annual Meeting. As of the Record Date, there were 100,893,453 shares of our common stock issued and outstanding and entitled to vote during the Annual Meeting. In accordance with the rules of the Securities and Exchange Commission (“SEC”), we are furnishing our proxy materials, including this Proxy Statement and our Form 10-K for the year ended December 25, 2021, to our stockholders via Internet. On or about April 25, 2022, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) that contains instructions on how to access our proxy materials on the Internet and how to vote. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice of Internet Availability.

Questions and Answers about the 2022 Annual Meeting of Stockholders

Why did I receive these proxy materials?

You are viewing or have received these proxy materials because the Board of Directors of Sovos Brands (the “Board”) is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares.

On or about April 25, 2022 we will mail to our stockholders the Internet Notice containing instructions on how to access this Proxy Statement and our 2022 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and 2022 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Internet Notice.

If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.


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Questions and Answers about the 2022 Annual Meeting of Stockholders

What is “householding” and what if I want to receive my own set of materials?

The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.

What is proposed for stockholders to approve at the Annual Meeting?

At the Annual Meeting, our stockholders will be asked to:

●

Elect Todd R. Lachman, Neha U. Mathur, and Valarie L. Sheppard as Class I Directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified;

●

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

●

Transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

What does the Board recommend?

The Board of Directors (the “Board”) recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted, and the Board of Directors recommends that you vote:

●

FOR the election of Todd R. Lachman, Neha U. Mathur, and Valarie L. Sheppard as Class I Directors; and

●

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Will any other business be conducted at the Annual Meeting?

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.


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Questions and Answers about the 2022 Annual Meeting of Stockholders

Who is entitled to vote at the Annual Meeting?

The Record Date for the Annual Meeting is April 12, 2022. You are entitled to vote at the Annual Meeting only if you were a stockholder of record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. Each outstanding share of common stock is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there were 100,893,453 shares of common stock outstanding and entitled to vote at the Annual Meeting.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank or broker on a person’s behalf.

Am I entitled to vote if my shares are held in “street name”?

Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in "street name", and you would like to vote your shares online at the Annual Meeting, you should contact your bank or broker to obtain your 16 digit control number or otherwise vote through the bank or broker.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting online or by proxy, of the holders of a majority in voting power of the common stock entitled to vote at the Annual Meeting will constitute a quorum.

Who can attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting conducted via live webcast. We believe this is the most effective approach for enabling increased stockholder attendance and participation while also protecting the health and safety of our stockholders, directors and participating employees. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SOVO2022 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. See below for more information regarding submitting questions in advance of the Annual Meeting and accessing the meeting on the meeting date.

You may attend and participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/SOVO2022. To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. You may also join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 9:00 a.m. Mountain Time. We encourage you to


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Questions and Answers about the 2022 Annual Meeting of Stockholders

access the meeting prior to the start time. Online check-in will begin at 8:55 a.m. Mountain Time and you should allow ample time for the check-in procedures.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, the Chair of the Annual Meeting is authorized by our Amended and Restated Bylaws to adjourn the meeting, without the vote of stockholders.

What does it mean if I receive more than one Internet Notice or more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.

How do I vote?

Stockholders of Record. If you are a stockholder of record, you may vote:

●

by Internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card;

●

by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;

●

by Mail—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or

●

Electronically at the Meeting—If you attend the meeting online, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the meeting.

Beneficial Owners of Shares Held in “Street Name.” If your shares are held in “street name” through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares online at the Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. Without your 16-digit control number, you may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the Record Date.


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Questions and Answers about the 2022 Annual Meeting of Stockholders

Can I change my vote after I submit my proxy?

Yes. If you are a registered stockholder, you may revoke your proxy and change your vote:

●

by submitting a duly executed proxy bearing a later date;

●

by granting a subsequent proxy through the Internet or telephone;

●

by giving written notice of revocation to the Secretary prior to or at the Annual Meeting; or

●

by voting online at the Annual Meeting.

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote online at the Annual Meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote online at the Annual Meeting using your 16-digit control number or otherwise voting through your bank or broker.

Who will count the votes?

A representative of The Carideo Group, our inspector of election, will tabulate and certify the votes.

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors as specified above and elsewhere in this Proxy Statement.

Why hold a virtual meeting?

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on www.virtualshareholdermeeting.com/SOVO2022.

Will there be a question and answer session during the Annual Meeting?

In connection with the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted online during or prior to the meeting that are pertinent to the Company and meeting matters, as time permits. Questions not related to the proposals being voted on will be deferred until the formal


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Questions and Answers about the 2022 Annual Meeting of Stockholders

business of the Annual Meeting has been concluded. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the Annual Meeting?” will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things irrelevant to the business of the Company or to the business of the Annual Meeting; related to material non-public information of the Company, including the status or results of our business since our last periodic report; related to any pending, threatened or ongoing litigation; related to personal grievances; derogatory references to individuals or that are otherwise in poor taste; substantially repetitious of questions already posed by another stockholder; in excess of the two question limit; in furtherance of the stockholder’s personal or business interests; or out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Secretary of the meeting in their reasonable judgment.

You may also submit questions in advance through www.proxyvote.com and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials until 9:59 p.m. Mountain Time on June 8, 2022. Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the Annual Meeting?”.

How many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non-votes be treated?


Proposal	Votes required	Effect of Votes Withheld / Abstentions and Broker Non-Votes
Proposal 1: Election of Directors	The plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote thereon. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I Directors.	Votes withheld and broker non-votes will have no effect on the outcome of this proposal.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	The affirmative vote of the holders of a majority in voting power of the shares of stock of the Company which are present in person or by proxy and entitled to vote thereon.	Abstentions will have the same effect as a vote against this proposal. There will be no broker non-votes on this proposal.

What is a “vote withheld” and an “abstention” and how will votes withheld and abstentions be treated?

A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the proposal regarding the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors. Abstentions will have the same effect as a vote against the ratification of the appointment of Deloitte & Touche LLP.

What are broker non-votes and do they count for determining a quorum?

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of Deloitte & Touche


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Questions and Answers about the 2022 Annual Meeting of Stockholders

LLP as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors. Broker non-votes count for purposes of determining whether a quorum is present.

Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC after the Annual Meeting.


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board of Directors composition summary chart

The members of each of the Board committees and committee chairpersons are set forth below:

NAME	COMMITTEE COMPOSITION
NAME		AUDIT	COMPENSATION	NOMINATING & CORPORATE GOVERNANCE
Todd R. Lachman (CEO)
William R. Johnson (Board Chair)
Jefferson M. Case
Robert L. Graves
Neha U. Mathur
Daniel Poland¹
David W. Roberts²
Valarie L. Sheppard
Vijayanthimala (Mala) Singh


	Committee Chair		Committee Member

(1)

Mr. Poland resigned from the Board effective December 20, 2021, in order to return to full-time employment at another company.

(2)

Mr. Roberts joined the Audit Committee on an interim basis to fill the vacancy resulting from Mr. Poland’s resignation, until such time as the Company is able to recruit and appoint a new independent director.


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key attributes of our board


INDEPENDENCE		AGE


GENDER		DIVERSITY

BOARD DIVERSITY

The following table sets forth certain diversity statistics concerning the members of the Board of Directors:

HIDDEN_ROW
Board Diversity Matrix (as of April 25, 2022)
Total Number of Directors: 8
	Female	Male
Part I: Gender Identity
Directors	3	5
Part II: Demographic Background
Asian	2	-
White	1	5


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Class I Director Nominees (terms to expire at 2022 annual meeting)

See biographical information below under “Proposal 1 – Election of Class I Directors.”

Class II Directors (terms to expire at the 2023 annual meeting)

Robert L. Graves, 55

Director

Mr. Graves has served as our Vice President, Strategic Initiatives and as a director since November 2018. Mr. Graves has served as the owner of Morning Fresh Dairy Farm, LLC since May 1989. Previously, Mr. Graves served as co-founder of Noosa Yoghurt from December 2009 to November 2018. Mr. Graves also previously served as a director of Noosa Yoghurt. We believe Mr. Graves’s role as a co-founder of Noosa Yoghurt makes him well qualified to serve as a director.

David W. Roberts, 38

Director, Chair of the Nominating and Corporate Governance Committee, Member of the Audit Committee and Compensation Committee

Mr. Roberts has served as a director since January 2017. Mr. Roberts has been a principal at Advent International Corporation (“Advent”) since January 2017 and served in various positions at Advent since July 2012. Mr. Roberts has served as a director on the board of various companies, including Noosa Yoghurt from 2014 to 2018. He earned his B.A. in economics from Princeton University and his M.B.A. from The Wharton School of the University of Pennsylvania. We believe Mr. Roberts’s experience as a director of various companies and his affiliation with Advent, whose managed funds’ common stock holdings represent a majority of our outstanding common stock, make him well qualified to serve as a director.


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Vijayanthimala (Mala) Singh, 51

Director, Member of the Compensation Committee and Nominating and Corporate Governance Committee

Ms. Singh has served as a director since September 2021. Ms. Singh has served as Chief People Officer of Electronic Arts, Inc., a video game company, since November 2016. Previously, Ms. Singh served as Chief People Officer of minted, LLC, an online marketplace of independent artists and designers, from January 2014 to October 2016. Prior to January 2014, Ms. Singh held various positions for Electronic Arts, Inc., Bristol-Myers Squibb Company and Cigna Corporation. Ms. Singh currently serves on the executive advisory board of a private venture capital firm. She earned her B.A. in organization psychology from Rutgers University and her M.H.R.M. from Rutgers University. We believe Ms. Singh’s experience as a chief people officer of Electronic Arts Inc., including her experience developing compensation programs and talent for a growing company, and her experience as an advisory board member of a venture capital firm make her well qualified to serve as a director.

Class III Directors (terms to expire at the 2024 Annual Meeting)

William R. Johnson, 73

Board Chair, Member of the Audit Committee and Compensation Committee

Mr. Johnson has served as Chairman of the Board and a director since January 2017. Mr. Johnson has served as an operating partner of Advent since June 2014. Prior to June 2014, Mr. Johnson held various management and executive positions, including chairman, president and chief executive officer, for H.J. Heinz Company, a global packaged foods manufacturer. Previously, Mr. Johnson also held various positions for Drackett Company, a manufacturer of household cleaning products, Ralston Purina Company, an animal feed, food and pet food company, and Anderson-Clayton & Co., a food products company. Mr. Johnson currently serves as chairman of the board of United Parcel Service, Inc. Mr. Johnson has also served as a director on the boards of other publicly traded CPG companies, including The Clorox Company and PepsiCo, Inc. He earned his B.A. in political science from the University of California, Los Angeles and his M.B.A. from the University of Texas. We believe Mr. Johnson’s significant senior management experience gained through over 13 years of service as the chairman and over 15 years as chief executive officer of the H.J. Heinz Company, a corporation with significant international operations and a large, labor intensive workforce, as well as his deep experience in operations, marketing, brand development and logistics make him well qualified to serve as a director.


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Jefferson M. Case, 44

Director, Chair of the Compensation Committee

Mr. Case has served as a director since January 2017. Mr. Case has been a managing director at Advent since January 2014 and served in various positions at Advent since August 2001. Mr. Case also previously served as a director of Party City Holdco Inc., a party goods and Halloween specialty retailer, and a director of Noosa Yoghurt and currently serves as a director on the boards of various private companies. He earned his B.A. in economics from Davidson College and his M.B.A. from Harvard Business School. We believe Mr. Case’s experience serving as a director of various companies and his affiliation with Advent, whose managed funds’ common stock holdings represent a majority of our outstanding common stock, make him well qualified to serve as a director.

CORPORATE GOVERNANCE

In connection with our initial public offering and listing on the NASDAQ on September 23, 2021, our Board of Directors adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics in the “Corporate Governance” section under the “Investors” tab on our investor relations website located at ir.sovosbrands.com.

BOARD COMPOSITION; CLASSIFIED BOARD SUNSET

Our Board currently consists of eight members, each of whom is identified above. As set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms of approximately equal size. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Beginning at the first annual meeting of stockholders following the earlier of (i) the fifth anniversary of our initial public offering and (ii) a fiscal year end at which Advent, our significant stockholder, holds less than 50% of the voting power of our common stock necessary to elect our directors (the “Sunset”), the directors whose terms expire at such annual meeting and any subsequent annual meeting will be elected to hold office for a one-year term expiring at the next annual meeting of stockholders and until such director’s successor is elected and qualified. The Board will be fully declassified following the third annual meeting after the Sunset with all directors standing for election for one-year terms.

DIRECTOR INDEPENDENCE

We are a “controlled company” under the corporate governance rules of the NASDAQ and, therefore, we are not required to have a majority of independent directors serving on our Board. However, our Board is currently composed entirely of independent directors other than Mr. Lachman, our Founder, President and CEO, and Mr. Graves, co-founder of Noosa Yoghurt and our Vice President, Strategic Initiatives. Specifically, our Board has affirmatively determined that each of Mr. Johnson, Mr. Case, Ms. Mathur, Mr. Roberts, Ms. Sheppard and Ms. Singh qualifies as independent in accordance with the NASDAQ corporate governance rules. In considering the


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independence of Mr. Case, Ms. Mathur and Mr. Roberts, our Board considered that each of them is an affiliate of Advent, our significant stockholder.

As a “controlled company” we also are not required to have a Compensation Committee or a Nominating and Corporate Governance Committee composed entirely of independent directors. However, our Compensation Committee and Nominating and Corporate Governance Committee are composed of entirely independent directors. Under Rule 10A-3 of the Exchange Act and NASDAQ listing rules, our Audit Committee is required to be composed of at least three members, one of whom must be independent upon the listing of our common stock, a majority of whom must be independent within 90 days of listing and each of whom must be independent within one year of listing. We are currently in compliance with the permitted phase-in period under the applicable audit committee rules and have two independent directors on our Audit Committee. Our Board determined that Mr. Roberts, based on his affiliation with Advent noted above, does not qualify as independent for purposes of serving on the Audit Committee under the applicable rules. We expect to have an Audit Committee composed entirely of directors who are independent for such purposes within one year of listing, as required. See “Board and Committee Meetings—Audit Committee” below.

DIRECTOR CANDIDATES

Each year, at the Annual Meeting, the Board proposes a slate of director nominees. Stockholders may also recommend candidates for election to the Board, as described below. The Board has delegated the process of screening potential director candidates to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for periodically reviewing with the Board the appropriate criteria that directors are required to fulfill (including experience, qualifications, attributes, skills and other characteristics) in the context of the Board’s current composition and needs in light of the Company’s circumstances.

In identifying and screening director candidates, the Nominating and Corporate Governance Committee considers whether the candidates fulfill the criteria for directors approved by the Board, including integrity, objectivity, independence, sound judgment, leadership, courage and diversity of experience (for example, in relation to finance and accounting, strategy, risk management, industry expertise, human capital experience, policy-making, etc.). In addition, the Company recognizes and embraces the benefits of having a diverse Board. In evaluating the Board’s composition, the Nominating and Corporate Governance Committee will consider diversity among other relevant considerations, including, but not limited to, diversity of gender, age, race, ethnicity, cultural and educational background, professional experience, skills, knowledge and length of service.

The Nominating and Corporate Governance Committee values the input of stockholders in identifying director candidates. The Nominating and Corporate Governance Committee considers recommendations for Board candidates submitted by stockholders using substantially the same criteria it applies to recommendations from the Committee, directors and members of management. Stockholders may submit recommendations by providing the person’s name and appropriate background and biographical information in writing to the Nominating and Corporate Governance Committee by email at CorporateSecretary@SovosBrands.com or by mail c/o Corporate Secretary, Sovos Brands, Inc., 1901 Fourth Street, #200, Berkeley, CA 94710. Invitations to serve as a nominee are extended by the Board via the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee.

DIRECTOR RESIGNATION POLICIES; MAJORITY VOTING AND CHANGE IN PRINCIPAL OCCUPATION

To stand for election, all incumbent directors must have submitted to the Company an irrevocable letter of resignation from the Board and its committees in a form approved by the Company that will become effective upon the Board’s acceptance of the letter of resignation upon the failure of the director to have received the support of a majority of the votes cast at a stockholder meeting in an uncontested election. In the event that such incumbent director nominee fails to receive a majority of the votes cast in an uncontested election at a


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stockholder meeting, the Nominating and Corporate Governance Committee (not including the subject director, if a member of such committee) will assess the appropriateness of such person continuing to serve as a director and will recommend to the Board the action to be taken with respect to such resignation. In determining whether or not to recommend that the Board accept any resignation, the Nominating and Corporate Governance Committee may consider all factors believed relevant by its members. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the publication of the election results. A director nominee fails to receive the affirmative vote of a majority of votes cast when the number of “withhold” votes in respect of such director nominee’s election exceeds the number of votes “for” such director nominee’s election (excluding broker non-votes).

When a director’s principal occupation or business association changes from the position such director held when originally invited to join the Board, the director must promptly tender his or her resignation for consideration to the Nominating and Corporate Governance Committee and the Chair of the Board. The Nominating and Corporate Governance Committee and the Chair of the Board will review whether it would be appropriate for the director to continue serving on the Board, and such resignation will be accepted upon the affirmative vote of the Chair of the Board and a majority of the Nominating and Corporate Governance Committee. Directors are also expected to inform the Chair of the Nominating and Corporate Governance Committee of other events that could reasonably be perceived to be relevant to the consideration of ongoing independence. Effective December 20, 2021, in accordance with the Corporate Governance Guidelines, the Chair of the Board and the members of the Nominating and Corporate Governance Committee unanimously determined to accept the resignation of Daniel Poland from the Board and each of its committees in light of his new position of employment. Mr. Poland had notified the Chairman and the Committee that he was returning to full-time employment at another company; and therefore tendered his resignation as required by the Company’s Corporate Governance Guidelines.

COMMUNICATIONS FROM INTERESTED PARTIES

BY EMAIL

CorporateSecretary@SovosBrands.com

BY WRITING

c/o Corporate Secretary, Sovos Brands, Inc., 1901 Fourth Street, #200, Berkeley, CA 94710

Stockholders and other interested parties are invited to communicate to the Board or its committees by email at CorporateSecretary@SovosBrands.com or by mail c/o Corporate Secretary, Sovos Brands, Inc., 1901 Fourth Street, #200, Berkeley, CA 94710. At the direction of the Board, all mail received may be opened and screened for security purposes. In addition, items that are unrelated to the duties and responsibilities of the Board will be excluded. Stockholders and interested parties should not send items, including but not limited to the following, which will be excluded: spam, junk mail and mass mailings, product complaints or inquiries, new product suggestions, resumes, job inquiries, surveys, business solicitations and advertisements. In addition, material that is trivial, obscene, unduly hostile, threatening, illegal or similarly unsuitable items will be excluded. Any excluded communication will be made available to any independent, non-employee director upon request.

BOARD LEADERSHIP STRUCTURE

The Company currently has an independent Chair of the Board. However, the Board does not have a fixed policy regarding the separation of the offices of Chair of the Board and CEO, and believes that it should maintain the flexibility to select the Chair of the Board and its leadership structure, from time to time, based on the criteria that it deems in the best interests of the Company and its stockholders. When the Chair and the Chief Executive Officer are the same individual, or when the Chair otherwise does not qualify as an independent director, the independent directors will select from among the independent directors a Lead Independent Director with such responsibilities as determined by the Board.


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BOARD ROLE IN RISK OVERSIGHT


BOARD OF DIRECTORS The Board has responsibility for the oversight of risk management. In that role, throughout the year, the Board reviews and discusses our strategic plan and the risks and opportunities we face. The Board routinely receives reports from management on the business and related risks.


COMMITTEES The Board has also delegated to its committees the areas of risk that are most pertinent to their respective responsibilities:
Audit Committee ● oversees risk management of the Company with respect to internal controls and disclosure controls and procedures ● oversees and engages with the independent auditor on important financial and audit risks and also reviews and discusses with management and, where applicable, internal audit and the independent auditor, significant risks or exposures, including cybersecurity risk, and the Company’s related policies and practices ● reviews the Company’s disclosures relating to the Board’s role in risk oversight	Compensation Committee ● reviews, at least annually, the Company’s compensation policies and practices for executives, management employees and employees generally to assess whether such policies and practices could lead to excessive risk taking behavior and the manner in which any risks arising out of the Company’s compensation policies and practices are monitored and mitigated and adjustments necessary to address changes in the Company’s risk profile	Nominating and Corporate Governance Committee ● discusses in coordination with the Audit Committee the relationship between the Board’s leadership structure and its role in risk oversight of the Company ● plays a role in monitoring key governance risks in relation to emerging trends and evolving stockholder preferences

MANAGEMENT Risk is inherent in any business, and our management is responsible for the day-to-day management of risks that we face.

BOARD AND MANAGEMENT EVALUATIONS AND SUCCESSION PLANNING

The Board oversees the succession planning process for the senior executive team and the Company’s program for management development. The Board periodically reviews management development and succession plans with respect to senior management positions. The Board considers from time to time as appropriate potential successors to the CEO, including in the event of an emergency or other departure of the CEO. The CEO reports from time to time to the Board on succession planning and management development.

The Board will also conduct annual self-assessments of the full Board and each of its committees, under the supervision of the Nominating and Corporate Governance Committee.


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EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

As provided in the Corporate Governance Guidelines, the non-management directors meet regularly in executive session without members of management present. If any of the non-management directors do not qualify as an “independent director,” at least once a year an additional executive session would be held, attended only by independent directors. The executive sessions have such agendas and procedures as are determined by the non-management and independent directors, as applicable. An independent presiding director convenes and presides at such sessions. Authority in such sessions to act on behalf of the Company or the Board on any matters requires an express delegation of authority by the Board.

BOARD MEETINGS AND COMMITTEES

There were 10 meetings of the Board of Directors during the fiscal year ended December 25, 2021. During the fiscal year ended December 25, 2021, each director attended at least 75% of the aggregate of (i) all meetings of the Board of Directors and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director.

The Board currently has three committees: Audit, Compensation and Nominating and Corporate Governance. Each committee has its own charter, which sets forth the responsibilities of each committee, the qualifications of its members and the procedures of the committee. Each committee charter provides that the committee will conduct a self-assessment and review its charter annually. The committee charters are available on our investor relations website at https://ir.sovosbrands.com. Subject to applicable regulations and listing rule requirements, the Board retains discretion to form new committees or disband current committees depending upon the circumstances. The Nominating and Corporate Governance Committee recommends the appointment of directors to various committees and the appointment of committee chairs, for Board approval.


AUDIT COMMITTEE		Meetings in 2021: 5
Valarie L. Sheppard (Chair)	William R. Johnson		David W. Roberts

The primary purposes of the Audit Committee include overseeing:

●

audits of the financial statements of the Company;

●

the integrity of the Company’s financial statements;

SEC Form DEF 14A filed by Sovos Brands Inc.