Sweetgreen, Inc. (SG)
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AGM 2024

Jun 13, 2024

Operator

Welcome to the 2024 Annual Meeting of Stockholders of Sweetgreen, Inc. I would now like to turn the meeting over to Jonathan Neman, Chief Executive Officer and Chair of the Board of Directors. You may begin.

Jonathan Neman
CEO and Chair of the Board of Directors, Sweetgreen, Inc

Good morning. My name is Jonathan Neman, and I'm the Chief Executive Officer and Chair of the Board of Directors of Sweetgreen, Inc. I'm very happy to welcome you to the Sweetgreen, Inc. 2024 Annual Meeting of Stockholders. The meeting will now officially come to order. The time is now 9:01 A.M. Pacific Time on Thursday, June 13th, and the polls are now open for voting on all matters to be presented. As you know, we are hosting today's meeting through a virtual online platform hosted by Broadridge, which allows us to be more inclusive and reach a greater number of our stockholders. I would like to introduce Matt Alexander, our Chief Legal Officer, who will act as Secretary for the meeting.

Before we proceed with the formal business of the meeting, I'd like to introduce you to the members of the Board of Directors, all of whom are nominees for re-election. Neil Blumenthal. Neil has served as a Member of our Board since April 2018. Julie Bornstein. Julie has served as a Member of our Board since May 2021. Cliff Burrows. Cliff has served as a Member of our Board since June 2020. Nicolas Jammet. Nicolas is one of our Co-Founders and has served as a Member of our Board since October 2009. Valerie Jarrett. Valerie has served as a Member of our Board since August 2020. Youngme Moon. Youngme has served as a Member of our Board since November 2016.

Nathaniel Ru. Nathaniel is one of our Co-Founders and has served as a Member of our Board since October 2009. Bradley Singer. Bradley has served as a Member of our Board since January 2021. And finally, myself, Jonathan Neman. I'm one of the Co-Founders, and I'm also the Chief Executive Officer and Chair of the Board. I've served as a Member of our Board since October 2009. I would also like to introduce Shazia Moola and Ken Moyer of Deloitte & Touche LLP, the company's independent registered public accounting firm, who are in attendance virtually and available to respond to appropriate questions as needed. We will proceed with the formal business of the meeting in the order set forth in the Notice of Annual Meeting and Proxy Statement.

We will present the three proposals submitted for approval by our Board, and as time permits, we will respond to appropriate questions related to the proposals after all of the proposals have been presented. After that, we will close the polls for voting and announce the preliminary results of the voting. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote. You do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, I encourage you to do it. I encourage you to vote online now.

As I mentioned earlier, the polls are open for voting on all matters to be presented. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to 10 votes. After the formal part of our meeting has concluded, we will respond to appropriate questions you may have related to the company's business, as time permits. On the Broadridge portal, you should all be able to access a copy of the rules of conduct for this meeting. In order to conduct an orderly meeting, we ask that you follow these rules. Stockholders who are attending this meeting with a valid 16-digit control number may submit questions on the proposals or for the Q&A portion of this meeting through the text box located on the virtual meeting screen.

We will try to answer appropriate questions as and if we have time. We will screen incoming questions and will read germane questions out loud before we respond. Please submit your questions now to make sure they are received in a timely fashion for our review and response. Matt, will you please report at this time with respect to the mailing of the notice of the meeting and the stockholders list?

Matt Alexander
Chief Legal Officer, Sweetgreen, Inc

I have at this meeting a complete list of the holders of record of the company's Class A and Class B common stock on April 15th, 2024, the record date for this meeting. A list of stockholders of record is available for inspection by stockholders of record during this meeting for any reason germane to this meeting. In your online Broadridge portal, you should be able to view the list. I also have an affidavit certifying that on April 19th, 2024, a notice of annual meeting of stockholders of the company was deposited in the United States Mail to all stockholders of record at the close of business on April 15th, 2024.

Jonathan Neman
CEO and Chair of the Board of Directors, Sweetgreen, Inc

At this time, I'd like to introduce Louis Larson of Broadridge Financial Solutions, who is present virtually. Mr. Larson was appointed by our Board to act as Inspector of Election at this meeting. Mr. Larson has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum?

Matt Alexander
Chief Legal Officer, Sweetgreen, Inc

I have been informed by the Inspector of Election that proxies have been received for shares constituting a quorum for the meeting today, and we may now carry out the official business of the meeting.

Jonathan Neman
CEO and Chair of the Board of Directors, Sweetgreen, Inc

We will now proceed with the formal business of this meeting. After all of the proposals have been described, but before the polls are closed, we will respond to appropriate questions related to the proposals submitted through the online Broadridge portal as time permits. As a reminder, we will only respond to questions pertaining to these proposals during this portion of the meeting. We will respond to appropriate general questions related to the company's business if time permits after the formal portion of the meeting has concluded. Please submit any questions as soon as possible for our review. There are three proposals to be considered by the stockholders at this meeting. The first item of business is the election of nine directors to serve until the next annual meeting and until their successors are duly elected and qualified.

The nominees for director are Neil Blumenthal, Julie Bornstein, Cliff Burrows, Nicolas Jammet, Valerie Jarrett, Youngme Moon, Jonathan Neman, Nathaniel Ru, and Bradley Singer. The second item of business is the ratification of the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of the company for the fiscal year ending December 29, 2024. The third item of business today is the non-binding advisory vote to approve the compensation of our named executive officers. This is commonly referred to as a say-on-pay vote. That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals before we close the polls. Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here.

Additional information concerning factors that could cause such a difference can be found in our most recently filed annual report on Form 10-K. Matt, are there any questions on the proposals?

Matt Alexander
Chief Legal Officer, Sweetgreen, Inc

There are no questions.

Jonathan Neman
CEO and Chair of the Board of Directors, Sweetgreen, Inc

There are no questions. We will pause for a moment to give anyone who hasn't voted a chance to do so. The time is now 9:08 A.M., and the polls are now closed for voting. May we have the results of the voting?

Matt Alexander
Chief Legal Officer, Sweetgreen, Inc

The report of the Inspector of Election covering the proposals presented at this meeting is as follows: The proposal to elect Neil Blumenthal, Julie Bornstein, Cliff Burrows, Nicolas Jammet, Valerie Jarrett, Youngme Moon, Jonathan Neman, Nathaniel Ru, and Bradley Singer as directors of the company is carried. The selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 29, 2024, is ratified. The resolution concerning the advisory vote on the compensation of our named executive officers is approved.

Jonathan Neman
CEO and Chair of the Board of Directors, Sweetgreen, Inc

We expect to report our preliminary voting results, or if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. This concludes the formal portion of today's meeting, and the annual meeting has now concluded. We will now entertain any appropriate questions from stockholders relating to the company's business. Matt, are there any questions?

Matt Alexander
Chief Legal Officer, Sweetgreen, Inc

There are no questions.

Jonathan Neman
CEO and Chair of the Board of Directors, Sweetgreen, Inc

Thank you again for your attendance at today's meeting and for your continued support of Sweetgreen.

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