The following pages contain the formal Notice of Annual Meeting of ShareholdersStockholders 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 28, 2019,26, 2020, and there will be an opportunity for comments and questions from shareholders.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 hearing fromseeing you at the Annual Meeting.

Sincerely,

March 23, 2020

The purpose of the annual meeting is to consider and take action on the following:

These matters are more fully described in the Proxy Statement accompanying this notice.

By Order of the Board of Directors,

Brentwood, Tennessee

March 23, 202025, 2021

We mailed our Notice of Internet Availability of Proxy Materials (the “Notice”) to each shareholderstockholder entitled to vote at the Meeting on or about March 23, 2020.25, 2021.

The Board of Directors has set March 10, 20209, 2021 as the record date for the Meeting. If you were the owner of Tractor Supply Company common stock, par value $.008 per share (“Common Stock”), at the close of business on March 10, 2020,9, 2021, you may vote at the Meeting. You are entitled to one vote for each share of Common Stock you held on the record date.

 

A list of shareholdersstockholders entitled to vote at the Meeting will be open to examination by any shareholderstockholder for any purpose germane to the Meeting during normal business hours for a period of ten days before the Meeting at our Store Support Center located at 5401 Virginia Way, Brentwood, TN, 37027, and in an electronic format at the live webcast.

 

A majority of our shares of Common Stock issued and outstanding as of the record date must be present at the Meeting in order to hold the meeting and conduct business. This is called a quorum. On the record date, there were 116,024,646116,200,561 shares of our Common Stock issued and outstanding. Your shares are counted as present at the Meeting if you are virtually present and vote electronically at the Meeting or properly submit your proxy prior to the Meeting.

 

We are sensitive to the public health and travel concerns our shareholdersstockholders may have and the protocols that federal, state, and local governments may impose as it relates to the current, ongoing COVID-19 coronavirus pandemic. Therefore, the Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by a live webcast. No physical meeting will be held. You are entitled to participate in the Meeting only if you were a stockholder of the Company as of the close of business on March 10, 2020,9, 2021, or if you hold a valid proxy for the Meeting.

To participate in the Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is TSCO2020.TSCO2021.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

If you are a registered shareholderstockholder (i.e., you hold your shares through our transfer agent, Computershare)Computershare Trust Company, N.A. (“Computershare”)), you do not need to register to attend the Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Meeting virtually on the Internet.

To register to attend the Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Tractor Supply Company holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:00 p.m., Central Time, on May 5, 2020.3, 2021.

You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to the following:

Under rules adopted by the Securities and Exchange Commission (“SEC”), and in an effort to promote sustainability, we are furnishing proxy materials to our shareholdersstockholders online rather than mailing printed copies of those materials to each shareholder.stockholder. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice will instruct you as to how you may access and review the proxy materials online. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice.

You will be voting on the following:

We are not currently aware of any other business to be acted upon at the Meeting. If any other matters are properly submitted for consideration at the Meeting, including any proposal to adjourn the Meeting, the persons named as proxies will vote the shares represented thereby in their discretion. Adjournment of the Meeting may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time by approval of the holders of Common Stock representing a majority of the votesshares present in attendance or by proxy at the Meeting, whether or not a quorum exists, without further notice other than by an announcement made at the Meeting.

The Board of Directors recommends that you vote:

If your shares are registered directly in your name with our transfer agent, Computershare, Trust Company, N.A. (“Computershare”), you are considered a shareholderstockholder of record with respect to those shares and the Notice has been sent directly to you by Computershare.  Please carefully consider the information contained in the Proxy Statement and, whether or not you plan to attend the Meeting, vote by one of the below methods so that we can be assured of having a quorum present at the Meeting and so that your shares may be voted in accordance with your wishes, even if you later decide not to attend the Meeting.

If, like most shareholdersstockholders of the Company, you hold your shares in street name through a stockbroker, bank or other nominee, rather than directly in your own name, you are considered the beneficial owner of shares, and the Notice is being forwarded to you. Please carefully consider the information contained in the Proxy Statement and, whether or not you plan to attend the Meeting, vote by one of the below methods so that we can be assured of having a quorum present at the Meeting and so that your shares may be voted in accordance with your wishes, even if you later decide not to attend the Meeting.

We encourage you to register your vote via the Internet. If you virtually attend the Meeting, you may also submit your vote virtually at the Meeting and any votes that you previously submitted – whether via the Internet, by phone or by mail – will be superseded by the vote that you cast virtually at the Meeting. To vote virtually at the Meeting, beneficial owners will need to contact the broker, trustee or nominee that holds their shares to obtain a “legal proxy” as described above. Whether your proxy is submitted by the Internet, by phone or by mail, if it is properly completed and submitted and if you do not revoke it prior to the Meeting, your shares will be voted at the Meeting in the manner set forth in this Proxy Statement or as otherwise specified by you.

You may vote via the Internet or by phone until 1:00 a.m. Central Time on May 7, 2020,6, 2021, otherwise Computershare must receive your paper proxy card before May 7, 2020.6, 2021.  If you hold your shares through the Company’s 401(k) Plan or Employee Stock Purchase Plan, you may vote via the Internet or by phone until 1:00 a.m. Central Time, on May 5, 2020,4, 2021, otherwise Computershare must receive your paper proxy card before May 5, 2020.4, 2021. You may also vote electronically at the virtual Meeting via the live webcast.

You are entitled to attendvirtually participate in the Meeting only if you are a shareholderstockholder as of the close of business on March 10, 2020,9, 2021, the record date, or hold a valid proxy for the meeting.

The holders of the majority of the issued and outstanding shares of Common Stock must be present in attendance, virtually, at the Meeting or represented by proxy for a quorum to be present at the Meeting.

A nominee will be elected to the Board of Directors at the Meeting if he or she receives the affirmative vote of a majority of the votes cast by the shares present at the Meeting or represented by proxy at the Meeting.Meeting and entitled to vote. Pursuant to the Company’s Director Resignation Policy, each director nominee has submitted a conditional resignation to the Company which will be effective upon the director’s failure to receive the required majority vote at the Meeting. The Board will then consider the resignation and make a decision whether to accept or reject such resignation within sixty days of its receipt. See additional information regarding this policy and related process as further described under the heading “Director Resignation Policy” underwithin “Item 1–Election of Directors” for more information about this policy..

The ratification of the re-appointment of Ernst & Young LLP as our independent registered public accounting firm and the approval of the executive compensation of our named executive officers and the stockholder proposal titled “Transition to Public Benefit

Corporation” will each be approved if it receives the affirmative vote of a majority of the votesshares present, either in attendance virtually or by proxy, at the Meeting.

If you submit your proxy or attend the Meeting virtually, but choose to abstain from voting on any proposal, you will be considered present at the Meeting and not voting in favor of any proposal.  The proposal to be voted on with respect to the election of directors requires the favorable vote from a majority of the votes cast by the shares present and entitled to vote at the Meeting; abstaining and not voting on this proposal will not affect the outcome of this proposal. Since the proposals to be voted on with respect to (i) the election of directors, (ii) ratification of the re-appointment of Ernst & Young LLP as our independent registered public accounting firm, and (iii)(ii) the advisory vote on executive compensation, and (iii) the vote on the stockholder proposal titled “Transition to Public Benefit Corporation” pass only if each proposal receives a favorable vote from a majority of shares present and entitled to vote at the Meeting, abstaining and not voting in favor of these proposals will have the same effect as if you had voted against the proposals. In addition, since the proposal to be voted on with respect to the elimination of the supermajority voting requirements related to certain matters regarding the Board of Directors will pass only if such proposal receives a favorable vote from the holders of at least sixty-six and two-thirds (66-2/3%) of the voting power of all outstanding shares of the Company, abstaining and not voting in favor of this proposal will have the same effect as if you had voted against the proposal.

Brokers and nominees may exercise their voting discretion without receiving instructions from the beneficial owner of shares on proposals that are deemed to be routine matters. If a proposal is not a routine matter, the broker or nominee may not vote the shares with respect to the proposal without receiving instructions from the beneficial owner of the shares.  If a broker turns in a proxy card expressly stating that the broker is not voting on a non-routine matter, such action is referred to as a “broker non-vote.”  The election of directors, the approval of the compensation of the named executive officers, and the approval of an amendmentstockholder proposal titled “Transition to the Certificate of Incorporation to eliminate the supermajority voting requirements contained thereinPublic Benefit Corporation” are not routine matters, and a broker may not vote on these matters without receiving instructions.  The ratification of the re-appointment of Ernst & Young LLP as our independent registered public

Unless you indicate otherwise, the persons named as your proxies will vote your shares (i) FOR all nominees for director, (ii) FOR the ratification of the re-appointment of Ernst & Young LLP as our independent registered public accounting firm, (iii) FOR the approval of the compensation of the named executive officers of the Company, and (iv) FORAGAINST the approval of an amendmentstockholder proposal titled “Transition to Public Benefit Corporation”, if properly presented at the Certificate of Incorporation to eliminate the supermajority voting requirements.meeting.

The Company has asked Computershare to judge voting, be responsible for determining whether or not a quorum is present and tabulate votes cast by proxy or present virtually at the Meeting.

Yes.  You can revoke your proxy by:

We will bear all expenses in conjunction with the solicitation of proxies, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to security owners.

The Company has retained Innisfree M&A, Inc. (“Innisfree”) to assist in the solicitation of proxies from brokerage firms, fiduciaries, custodians, and other similar organizations representing beneficial owners of shares for the Meeting. We may hirehave agreed to pay Innisfree a proxy solicitation firm at a standard industry compensation rate.

fee of approximately $30,000 plus out-of-pocket expenses. In addition proxies may be solicitedto solicitations by mail, the proxy solicitor and the Company’s directors, officers, and employees, without additional compensation, may solicit proxies on the Company’s behalf in person, by phone, or by telephone or fax by certain of our officers, directors and employees.electronic communication.

If you have additional questions about this Proxy Statement or the Meeting, please contact:  Tractor Supply Company, 5401 Virginia Way, Brentwood, Tennessee 37027, Attention: Investor Relations Dept., Telephone: (615) 440-4000.

Our Board nominees bring a variety of unique skills, qualifications, backgrounds and experiences that contribute to a well-balanced Board that we believe is uniquely positioned to effectively guide our strategy and oversee our operations in the rapidly-changing retail industry.

At Tractor Supply, we believe that an effective Board should be made up of individuals who collectively provide an appropriate balance of leadership and strategic skills, diverse perspectives and professional experiences which are relevant to our business and strategic goals. The Board, upon recommendation of its Corporate Governance and Nominating Committee (“Corporate Governance Committee”), selects potential candidates on the basis of their broad experience, outstanding achievement in their professional careers, wisdom, integrity, alignment with our values, understanding of the business environment, thorough appreciation for strong ethics and appropriate corporate governance. In addition, the Board takes into account their willingness to devote adequate time to Board duties and such other experience, attributes and skills that the Board deems essential for directors.

The Board also considers diversity, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skill sets. The Board and the Corporate Governance Committee believe that it is important that directors represent diverse viewpoints and individual perspectives. In considering candidates, the Board considers the entirety of each candidate’s credentials in the context of these standards.

The Board also considers whether a potential candidate satisfies the independence and other requirements for service on the Board and its committees, as required by the listing standards of the Nasdaq Global Select Market (“Nasdaq”) and the SEC.

We generally seek director candidates with experience, skills or background in one or more of the following areas:

The chart below identifies the balance of skills and qualifications each director nominee brings to the Board. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to provide effective oversight and strategic advice to our management.

The Board, upon recommendation of its Corporate Governance Committee, has nominated each of the directors named below for election at the Meeting.  Such individuals were selected based on their broad experience, wisdom, integrity, alignment with our values, understanding of the business environment, thorough appreciation for strong ethics and appropriate corporate governance, and their willingness to devote adequate time to Board duties.  The experience, qualifications, attributes, and skills that led the Corporate Governance Committee to conclude that each person should be nominated to serve as a director are discussed in more detail below. The nominees included below are each standing for election for one of the nine positions on our Board. Each of the nominees are standing for re-election, with the exception of Mr. Lawton,Ms. Brown, who was appointed to the Board in January 2020.

If a nominee becomes unwilling or unable to serve, which is not expected, the proxies will be voted for a substitute person designated by the Board upon the recommendation of the Corporate Governance Committee.

The Company has adopted a director resignation policy which provides that each director shall submit a conditional offer of resignation effective if, in an uncontested election, a director fails to receive a majority of shares voting in the election of directors.  TheShould that occur, the Corporate Governance Committee, or in certain circumstances the Board or a special committee thereof, will consider the resignation and will recommend to the Board whether to accept or reject the tendered resignation, considering factors deemed relevant by the Corporate Governance Committee including the reasons why shareholdersstockholders withheld votes for election of the director, the qualifications of the director, and his or her contributions to the Company.  The Board will then consider the Corporate Governance Committee’s recommendation and all factors it deems relevant and make a decision whether to accept or reject such resignation effective within 60 days following receipt of the Corporate Governance Committee’s recommendation.  The Company will disclose the Board’s decision in a Current Report on Form 8-K filed with the SEC within 90 days following certification of the shareholderstockholder vote.

A nominee will be elected to the Board of Directors at the Meeting if he or she receives the affirmative vote of a majority of the votes cast by the shares present in attendanceat the Meeting or represented by proxy at the Meeting.Meeting and entitled to vote. If you abstain from voting on this proposal, your abstention will havenot affect the same effect as a vote against theoutcome of this proposal. Broker non-votes are not considered “present and entitled to vote,” and as such, broker non-votes will not affect the outcome of this proposal.

The Compensation Committee has the responsibility to review compensation for the Company’s directors periodically and recommend changes, as appropriate, to the full Board of Directors.Board.  For the 2019-20202020-2021 term, the Board approved the following cashretainer fees for non-employee directors. 

In addition,The annual retainers are due and paid quarterly in December 2019, memberscash. Directors may elect for retainer fees to be paid in the form of a special ad hoc committeeshares of the Board tasked with primary responsibility forCompany’s Common Stock in lieu of cash, pursuant to the search for a new chief executive officer were awarded one-time cash payments for their additional time and efforts. Ms. Morris, the chair of the special committee, was paid $50,000, and Messrs. MacKenzie and Weikel were each paid $30,000 for their service.Company’s Directors Stock Election Plan, which is described below in further detail. The Company also reimbursedreimburses all directors for out-of-pocket expenses incurred in connection with their attendance at Board and committee meetings.  

Each of the directors participates in the Company’s stock incentive plan under which restricted stock units (“RSUs”) are granted to each non-employee director annually upon election or re-election.  Directors who are also employees of the Company, like Messrs. Lawton and Sandfort were in 2020, receive no additional compensation for serving on the Board or any committee thereof. In 2019,2020, grants of RSUs valued on the date of grant at approximately $140,000 were made to non-employee directors and $200,000 toother than the independent chairman.chairman, and the independent chairman was granted RSUs valued on the grant date at approximately $200,000. No stock options were granted.  All RSU awards granted to non-employee directors are made at the commencement of the new director term and vest on the one-year anniversary of the grant date.  Except to the extent necessary to comply with our director stock ownership guidelines, there are no holding period requirements after the RSUs are issued. See “Corporate Governance - Director Stock Ownership Guidelines” for more information about this requirement. Receipt of RSUs can be irrevocably deferred until the end of such director's service on the Board or such other date as the director elects.

The Board held four regular quarterly meetings and two telephonicadditional meetings during 2019.2020. During fiscal 2019,2020, each incumbent director attended at least 75% of the aggregate of (i) the total number of Board meetings (held during the period for which he or she has been a director) and (ii) the total number of meetings held by all Board committees on which he or she served (during the period that he or she served).