2021 Proxy - DEF 14A

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Notice of the 2021 Annual Meeting and 2021 Proxy Statement

Thursday, May 6, 2021, at 10:00 a.m. CT

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5401 Virginia Way Brentwood, Tennessee 37027



To Our Stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2021 Annual Meeting of Stockholders of Tractor Supply Company. The meeting will be held in a virtual format on Thursday, May 6, 2021, beginning at 10:00 a.m. (Central Time). The meeting will be conducted via a live webcast at meetingcenter.io/215031089, where you will be able to vote electronically and submit questions during the meeting. Tractor Supply Company, like many others, began 2020 with optimism for a new year and new decade, and January 2020 was my first month on the job as Tractor Supply's new President and CEO. Our carefully laid plans were seemingly put on hold when, by March, the world began battling a global health crisis. As the year unfolded dictated by COVID-19, political and social justice crises, we chose to move to an offensive position and accelerate strategic investments in the Company's culture, future performance and environmental, social, and governance initiatives. Tractor Supply Company is committed to good corporate governance. Our Board of Directors has taken several actions in recent years to enhance our governance practices. We appreciate your support as we continue to work to implement initiatives that will positively impact the performance and long-term value of the business for the benefit of all stakeholders. The following pages contain the formal Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the specific business to be considered and voted upon at the Annual Meeting. The meeting will include a report on Tractor Supply Company's activities for the fiscal year ended December 26, 2020, and there will be an opportunity for comments and questions from stockholders. Whether or not you plan to attend the virtual meeting, it is important that you be represented and that your shares are voted. After reviewing the Proxy Statement, I ask you to vote as described in the Proxy Statement as soon as possible. I look forward to seeing you at the Annual Meeting. Sincerely,

Harry A. Lawton III President, Chief Executive Officer and Director March 25, 2021

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 6, 2021

10:00 a.m. CT

The purpose of the annual meeting is to consider and take action on the following: 1. To elect directors to serve a one-year term ending at the 2022 Annual Meeting of Stockholders; 2. To ratify the re-appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 25, 2021; 3. To act upon a proposal for a non-binding, advisory vote by the stockholders to approve the compensation of the named executive officers of the Company ("Say on Pay"); 4. To act upon the stockholder proposal titled "Transition to Public Benefit Corporation", if properly presented at the meeting; and 5. To transact any other business as may be properly introduced at the 2021 Annual Meeting of Stockholders.

These matters are more fully described in the Proxy Statement accompanying this notice. The Securities and Exchange Commission ("SEC") rules allow us to furnish proxy materials to our stockholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide our stockholders with the information that they need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting. This Proxy Statement and our fiscal 2020 Annual Report to Stockholders are available on our website at . Additionally, and in accordance with SEC rules, you may access our proxy materials at TSCO, which does not utilize "cookies" that identify visitors to the site. As stockholders of Tractor Supply Company, your vote is important. Whether or not you plan to attend the Annual Meeting, which is being held in a virtual format via a live webcast at meetingcenter.io/215031089, it is important that you vote as soon as possible to ensure that your shares are represented. By Order of the Board of Directors,

Noni L. Ellison Senior Vice President, General Counsel and Corporate Secretary Brentwood, Tennessee March 25, 2021

YOUR VOTE IS IMPORTANT. PLEASE VOTE BY TOLL-FREE TELEPHONE CALL, VIA THE INTERNET OR BY COMPLETING, SIGNING, DATING AND RETURNING A PROXY CARD.

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Table of Contents

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

1

ITEM 1 ? ELECTION OF DIRECTORS

6

COMPENSATION OF DIRECTORS

15

BOARD MEETINGS AND COMMITTEES

17

CORPORATE GOVERNANCE

18

ITEM 2 ? RATIFICATION OF RE-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

26

REPORT OF THE AUDIT COMMITTEE

28

ITEM 3 ? NON-BINDING, ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION

29

Executive Compensation

30

COMPENSATION COMMITTEE REPORT

30

COMPENSATION DISCUSSION AND ANALYSIS

31

2020 SUMMARY COMPENSATION TABLE

50

2020 GRANTS OF PLAN-BASED AWARDS

52

OUTSTANDING EQUITY AWARDS AT FISCAL 2020 YEAR-END

53

2020 OPTION EXERCISES AND STOCK VESTED

54

2020 NON-QUALIFIED DEFERRED COMPENSATION

54

CHIEF EXECUTIVE OFFICER COMPENSATION PAY RATIO

55

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

56

Related-Party and Beneficial Ownership Information

64

RELATED-PARTY TRANSACTIONS

64

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

64

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

64

Stockholder Information

66

ITEM 4 ? A STOCKHOLDER PROPOSAL TITLED "TRANSITION TO PUBLIC BENEFIT CORPORATION"

66

STOCKHOLDER PROPOSALS FOR 2022 ANNUAL MEETING OF STOCKHOLDERS

74

PROXY ACCESS NOMINATIONS

74

STOCKHOLDER NOMINATIONS OF CANDIDATES FOR BOARD MEMBERSHIP

74

AVAILABILITY OF FORM 10-K AND ANNUAL REPORT TO STOCKHOLDERS

75

OTHER MATTERS

75

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