Notice of the

2023 Annual Meeting and

2023 Proxy Statement

Thursday, May 11, 2023, at 8:00 a.m. CT

Notice of the 2022 Annual Meeting and

2022 Proxy Statement

Wednesday, May 11, 2022, at 8:00 a.m. CT

May 11, 20222023

8:00 a.m. CT

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Tractor Supply Company (the “Company”), will be held via live audio webcast at www.meetnow.global/MPGDGRM.

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

These matters are more fully described in the Proxy Statementproxy statement accompanying this notice. Only stockholders listed on the Company’s records at the close of business on the record date, which is March 17, 2023, are entitled to vote on the matters presented at the Annual Meeting (or any adjournment or postponement thereof).

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 Statementproxy statement and our fiscal 20212022 Annual Report to Stockholders are available on our website at TractorSupply.com. Additionally, and in accordance with SEC rules, you may access our proxy materials at ir.tractorsupply.com, which does not utilize “cookies” that identify visitors to the site..

As stockholders of the 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 www.meetnow.global/MVCN95VMPGDGRM, 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 28, 20222023

YOUR VOTE IS IMPORTANT. PLEASE VOTE BY TOLL-FREE TELEPHONE CALL, VIA THE INTERNET OR BY

COMPLETING, SIGNING, DATING AND RETURNING A PROXY CARD.

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement in connection with the 2023 Annual Meeting of Stockholders of Tractor Supply Company (the “Annual Meeting”). This summary does not contain all of the information you should consider, and you should read this entire proxy statement and our Annual Report on Form 10-K before voting. References to the “Company,” “Tractor Supply,” “we,” “our,” or “us” refer to Tractor Supply Company. We mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to each stockholder entitled to vote at the Annual Meeting on or about March 28, 2023. The Notice contains instructions on how to access the proxy materials on the Internet, how to vote online or by telephone and, if desired, how to receive a printed set of the proxy materials.

2023 Annual Meeting Details

Voting Matters and Board Recommendations

The Board of Directors recommends that you vote as follows on each proposal:

1

Business Highlights

Tractor Supply believes we can grow our business by being an integral part of our customers’ lives as the dependable supplier of “Out Here” lifestyle solutions, creating customer loyalty through personalized experiences, our Neighbor’s Club loyalty program and providing convenience that our customers expect at anytime, anywhere, and in any way they choose.

In 2022, we maintained our momentum across the business and delivered strong returns to our stockholders. We achieved record sales of $14 billion – our 30^th consecutive year of revenue growth – and generated over $1 billion in earnings for the first time in the company’s history. This success is fueled by our team’s consistent focus on executing the Life Out Here strategy which both broadens market reach and deepens customer engagement through initiatives like Fusion & Side Lot, growth in our Neighbor’s Club Loyalty program, investments in our OneTractor omnichannel capabilities, and the acquisition of Orscheln Farm & Home.

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To foster continued success, we invested in our more than 50,000 team members, across our Tractor Supply Company, Petsense and Orscheln Farm & Home brands, who fulfill our promise to be the most dependable supplier of Out Here Lifestyle solutions – earning recognition for the 3^rd year in a row as a Great Place to Work and one of the Best Places to Work in Technology. Likewise, we gave back to the communities we call home – across our stores, distribution centers and Store Support Center – donating over $15 million to community organizations through direct giving, sponsorships, and scholarships through the Tractor Supply Foundation.

In 2022, we strengthened our foundation with key investments for long-term growth and as we enter our 85^th year, we look forward to continuing to provide our customers with the same legendary service and great products at everyday low prices they expect from Tractor Supply Company.

3

Sustainability

Tractor Supply believes that a healthy environment, properly managed resources and vibrant communities are keys to a secure and prosperous future. Our commitment to stewardship is evidenced by the following highlights:

4

Compensation

Our executive compensation program is designed to support our business strategy and attract, retain and motivate the performance and continuity of the leadership team, with the ultimate goal of generating strong operating results and delivering solid, sustainable returns to our stockholders. The Compensation and Human Capital Committee seeks to foster these objectives through a compensation program that focuses heavily on variable, performance-based incentives designed to create a balanced focus on our short-term and long-term strategic and financial goals. As shown in the chart, in 2022, approximately 88% of the target compensation of our Chief Executive Officer was variable and is realized only if the applicable financial performance goals are met and/or our stock price increases.

5

Key Features of Our Executive Compensation Program

We currently maintain the following executive compensation practices that we believe enhance our pay-for-performance philosophy and further align our executives’ interests with those of our stockholders:

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Annual Meeting of Stockholders

To be Held May 11, 20222023

Our Board of Directors (the “Board of Directors” or “Board”) has made these proxy materials available to you on the Internet, or, upon your request, has delivered printed versions of these materials to you by mail. We are furnishing this Proxy Statementproxy statement in connection with the solicitation by our Board of proxies to be voted at our 20222023 Annual Meeting of Stockholders (the “Meeting”“Annual Meeting”), or at any adjournment or postponement thereof. The Annual Meeting will be conducted in a virtual format via a live webcast at www.meetnow.global/MVCN95VMPGDGRM, on Wednesday,Thursday, May 11, 20222023 at 8:00 a.m., Central Time.

We mailed our Notice of Internet Availability of Proxy Materials (the “Notice”) to each stockholder entitled to vote at the Meeting on or about March 28, 2022.

General Information About the Annual Meeting and Voting

Who may vote at the Annual Meeting?

The Board has set March 15, 202217, 2023 as the record date for the Annual Meeting. If you were the owner of the Company’s common stock, par value $.008$0.008 per share (“Common Stock”), at the close of business on March 15, 2022,17, 2023, you may vote at the Annual Meeting. You are entitled to one vote for each share of Common Stock you held on the record date.

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

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

A majority of our shares of Common Stock issued and outstanding as of the record date must be present at the Annual Meeting in order to hold the meeting and conduct business. This is called a quorum. On the record date, there were 112,146,307109,895,329 shares of our Common Stock issued and outstanding. Your shares are counted as present at the Annual Meeting if you are virtually present and vote electronically at the Annual Meeting or properly submit your proxy prior to the Annual Meeting.

How can I attend the Annual Meeting?

The Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on March 15, 2022,17, 2023, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.

You will be able to attend the Annual Meeting online as well as vote and submit your questions during the Annual Meeting by visiting www.meetnow.global/MVCN95VMPGDGRM and entering the 16-digit15-digit control number included in the Notice, on your proxy card, or in the instructions that accompanied your proxy materials.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below. No physical meeting will be held.

The onlineAnnual Meeting will begin promptly at 8:00 a.m., Central Time. We encourage you to access the Annual Meeting approximately 15 minutes prior to the start time leaving ample time forto complete the check-in process. process and resolve any technical issues. Please follow the registration instructions as outlined in this Proxy Statement.

How do I register to attend the Meeting virtually on the Internet?proxy statement.

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

virtually. If you hold your shares through an intermediary, such as a bank or broker (referred to generally in this proxy statement as a “broker”), you must register in advance to attend the Meeting virtually on the Internet.

What if I have trouble accessing the virtual Meeting?

If you have difficulty accessing the Annual Meeting, or if any technical difficulties arise during the Annual Meeting, please call 1-888-724-2416 (toll-free) or 1-781-575-2748 (international) or the technical support number that will be posted on the log in page for our Meeting. On May 11, 2023, there will be technicians available to assist you with any difficulties beginning at 7:30 a.m., Central Time.

The virtual meeting platform is fully supported across browsers (e.g.(e.g., MS Edge, Firefox, Chrome, and Safari) and devices (including computers, tablets, and cellphones) running the most updated version of applicable software and plugins. Please note that Internet Explorer is not currently supported. Participants should ensure that they have a reliable Internet connection whenever they intend to participate in the Meeting. Participants should allow time to log in and ensure that they can hear streaming audio prior to the start

Why didn’t I receive paper copies of the Meeting. We encourage you to access the Meeting prior to the start time. A link on the Meeting page will provide further assistance should you need it.proxy materials?

The online Meeting will begin promptly at 8:00 a.m., Central Time. We encourage you to access the Meeting prior to the start time leaving ample time for the check-in process. Please follow the registration instructions as outlined in this Proxy Statement. If you have difficulty accessing the Meeting, or if any technical difficulties arise during the Meeting, please call 1-888-724-2416 (toll-free) and 1-781-575-2748 (international) or the technical support number that will be posted on the log in page for our Meeting. On May 11, 2022, there will be technicians available to assist you with any difficulties beginning at 7:30 a.m., Central Time.

Why am I being asked to review materials online?

Under rules adopted by the SEC, and inIn an effort to promote sustainability, we are furnishing proxy materials to our stockholders online rather than mailing printed copies of those materials to each stockholder.stockholder, which is permitted by the rules of the Securities and Exchange Commission (“SEC”). 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.

How do I vote before the Meeting?

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered a stockholder of record with respect to those shares and the Notice has been sent directly to you by Computershare. If, like most stockholders 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. In either case, 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 theAnnual Meeting and so that your shares may be voted in accordance with your wishes, even if you later decide not to attendwhat is the Meeting.

If you hold your shares through the Company’s 401(k) Plan, you will receive printed proxy materials by mail. You may vote at the Meeting or by completing and mailing the paper proxy card included with the mailed proxy materials, via the Internet or by phone.

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.deadline for voting?

You may vote via the Internet or by phone until the polls close at the Meeting8:00 a.m., Central Time, on May 11, 2022, otherwise Computershare must receive your paper2023. Any proxy card beforesubmitted by mail must be received prior to May 11, 2022. 2023.

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 9, 2022, otherwise Computershare must receive your paper8, 2023. If you are submitting a proxy card by mail with regard to these shares, your proxy card must be received before May 9, 2022.8, 2023.

If you hold your shares in street name through a broker, rather than directly in your own name, please follow the voting instructions provided to you by such broker.

We encourage you to vote promptly. You may also vote electronically at the virtual Annual Meeting via the live webcast.

How are abstentions and broker non-votes treated?

If you submit your proxy or attend the Annual Meeting virtually, but choose to abstain from voting on any proposal, you will be considered present at the Annual 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 Annual Meeting; abstaining and not votingaccordingly, abstentions will have no impact on this proposal will not affect the outcome of this proposal. Since eachthe election of directors because they are not considered votes cast. Because the proposals to be voted onoption that receives the most votes cast with respect to (i) ratificationthe frequency of the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm, (ii) the advisory vote on executive compensation, and (iii)Say on Pay will be the frequency approved by stockholders, abstentions will have no impact on the outcome of the advisory vote on the stockholder proposal titled “Reportfrequency of the Say on CostsPay vote (Proposal 4). Each of Low Wagesthe other proposals to be presented at Annual Meeting (Proposals 2 and Inequality”3) will pass only if it receives a favorable vote from a majority of shares present and entitled to vote at the Meeting,Annual Meeting; accordingly, abstaining and not voting in favor ofon these proposals will have the same effect as if you had voted against the proposals.

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. The only routine matters.matter to be presented at the Annual Meeting is Proposal 2, the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. 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, Broker non-votes will not impact the approvalvoting outcome of the compensation of the named executive officers, and the stockholder proposal titled “Report on Costs of Low Wages and Inequality” 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 the Company’s independent registered public accounting firm is a routine matter, and brokers and nominees may vote on this matter without receiving instructions, however, for all other proposals broker non-votes are not considered “present and entitled to vote,” and as such, broker non-votes will not affect the outcome of any such other proposals.

Our directors are elected at each annual meeting andfor a term to hold office until the next annual meeting or the election of their respective successors. All nominees are presently directorsmeeting. Our Board currently includes nine directors. Cynthia T. Jamison, our Chairman of the Company, and all of our current directors were elected by the Company’s stockholdersBoard, will retire at the 2021 Annual Meeting. TheWe thank Ms. Jamison for her many years of service to the Company. Effective as of the Annual Meeting, the size of the Board hasof the authority under our BylawsDirectors will be reduced to fill vacancies and to increase or decrease its size between annual meetings. From time to time, the Corporate Governance Committee engages executive search firms to assist in identifying individuals qualified to be Board members.eight directors.

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-changingrapidly 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 whichthat 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 and 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. From time to time, the Corporate Governance Committee engages executive search firms to assist in identifying individuals qualified to be Board members.

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 believebelieves 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.

A stockholder who wishesStockholders may submit director candidates for consideration by writing to recommend a prospective nominee for the Board should notify our Corporate Secretary in writing withof the supporting materials requiredCompany. The Corporate Governance Committee will consider director candidates recommended by stockholders pursuant to the provisionssame process it applies to candidates recommended from other sources. Stockholders must provide the recommended candidate’s name, biographical data, qualifications and other information required by our Amended and Restated Bylaws (the “Bylaws”) with respect to director nominations by stockholders. In addition to recommending director candidates, stockholders may also, pursuant to procedures established in the Bylaws, directly nominate one or more director candidates to stand for election at an annual or special meeting of our Bylaws relatingstockholders. For more information, please refer to stockholder proposals as described inthe section entitled “Stockholder Nominations of Candidates for Board Membership,Proposals and Nominations.” below.

Director Experience, Skills and Background

Tractor Supply is committed to growing our business by being an integral part of our customers’ lives as the dependable supplier of “Out Here” lifestyle solutions, creating customer loyalty through personalized experiences, and providing convenience that our customers expect at anytime, anywhere, and in any way they choose. In selecting nominees for our Board, the Corporate Governance Committee evaluates the current composition of the Board and its committees and determines the most relevant skills and experience to provide effective oversight, support the needs of our business and implement our strategy.

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

LEADERSHIP

		CEO / President Experienceand C-Suite Leadership
		We strive to maintain a Board with a wide range of leadership experience including service as a current or former CEO or President.other C-suite executive.

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 positionedwell-positioned to provide effective oversight and strategic advice to our management.

Knowledge, Skills, and Experience

CEO/President Experience

⚫

⚫

⚫

⚫

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Other C-Level Leadership Experience

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⚫

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⚫

⚫

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Current Outside Public Company Directorship

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Prior Public Company Directorship

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⚫

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Retail Experience

⚫

⚫

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⚫

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Technology/E-Commerce

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⚫

⚫

⚫

⚫

⚫

Cybersecurity

⚫

⚫

Risk Management

⚫

Strategic Planning/Strategy

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⚫

⚫

⚫

⚫

⚫

⚫

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Business Development/ Mergers and Acquisitions

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⚫

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Manufacturing and Operations

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Supply Chain

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Marketing/Brand Management

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Human Capital and Executive Compensation

⚫

⚫

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Corporate Responsibility, Environment, and Sustainability

⚫

Accounting/Finance

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Regulatory/Legal

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Public Policy/Government Relations

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Corporate Governance

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⚫

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Demographic Background

Racial/Ethnic and LGBTQ+ Identity

African American

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Asian/Pacific Islander

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White/Caucasian

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Hispanic/Latino

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Native American

LGBTQ+

Gender Expression

Male

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Female

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Non-Binary

Board Tenure and Age

Years

2

4

—

5

7

19

9

3

Age

44

55

62

58

52

71

67

48

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Nominees for Directors

The Board, upon recommendation of its Corporate Governance Committee, has nominated each of the directors named below for election at the Annual 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 re-electionelection for one of the nineeight positions on our Board. Each of the nominees were elected at the 2022 Annual Meeting of Stockholders, except for André Hawaux. Mr. Hawaux was first identified as a candidate for director by a third-party search firm.

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 following sets forth certain information concerning the director nominees for the Board of Directors of the Company:

  Cynthia T. Jamison

    Chairman of the Board

		Joy Brown       Director		Joined the Board: 2021 Age: 44

Biography

Ms. Brown served as Chief Data Officer for Verizon Media Group from September 2020 through January 2022. Previously, Ms. Brown served as the Vice President of Card Technology for Capital One from February 2019 until September 2020. She also served as Vice President of Analytic Technology for UnitedHealth Group’s technology and service division, OptumInsight from 2015 until 2018. Ms. Brown also served in various executive leadership positions with Vanguard from 2007 until 2015.

Skills & Expertise

Ms. Brown brings more than 20 years of experience in leadership positions for large-scale technology organizations across multiple industries. Ms. Brown has unique expertise transforming how businesses embrace data and change through innovative digital technology and customer-centered advanced analytics. Having led technology and data organizations across multiple industries, she serves as an expert in digital technology, data and cyber. Our Board benefits from Ms. Brown’s insights and experience as we continue to invest in capabilities that create stockholder value and drive sustainable long-term growth.

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		Ricardo Cardenas       Director		Joined the Board: 2002 Age: 622019   Public Company Directorship Retail Accounting / Finance Corporate GovernanceAge: 55		Biography Ms. Jamison has served as Chairman of our Board since 2014, after having previously served as Lead Independent Director of the Company from 2010 to 2014. Her previous positions on our Board also include Audit Committee Chair, Compensation Committee Chair and Corporate Governance Chair. Ms. Jamison previously served as Chief Financial Officer or Chief Operating Officer of several companies during her tenure from 1999 to 2009 at Tatum, LLC, an executive services firm. From 2005 to 2009, she led the CFO Services practice at Tatum, LLC and was a member of the firm’s Operating Committee. After retiring from Tatum, LLC, Ms. Jamison subsequently served as Chief Financial Officer of AquaSpy, Inc. from 2009 to 2012. Since her retirement from AquaSpy, Inc, Ms. Jamison has been serving as a professional director. Beginning in January 2019, Ms. Jamison currently serves as a Board Member of the Financial Accounting Standards Advisory Council. Past directorships include: B&G Foods, Inc. from 2004 until 2015 (Audit Committee Chair), Caribe Media, Inc. from 2011 until 2013(Chairman of the Board), Horizon Organic Holdings from 2001 until 2003. Board Committees •  Attends all committee meetings held by the Board		Skills & Expertise Ms. Jamison brings extensive financial and accounting experience, including public company reporting, as well as expertise in strategic planning, capitalization and corporate governance gained from her years as a chief financial officer and audit committee chairman for several companies. Ms. Jamison brings unique insights from her experience in executive and board leadership positions and her service on the boards of directors of a variety of public and private companies, including several other retailers, as well as her service as an audit committee financial expert. Her significant experience in executive and board leadership positions as well as deep financial and public company expertise strengthens the Board’s collective knowledge and understanding of corporate governance

Biography

Mr. Cardenas serves as President and Chief Executive Officer for Darden Restaurants (“Darden”) since 2022. Previously, beginning in 2021, he served as President and Chief Operating Officer for Darden, responsible for all restaurant operations, international, supply chain, and restaurant development. Prior to this role, he served as Senior Vice President, Chief Financial Officer for Darden since 2016. Mr. Cardenas has served in a number of roles of increasing responsibility with Darden, including Senior Vice President, Finance, Strategy and Technology/Chief Strategy Officer from 2014 to 2016, since beginning his career with Darden as an hourly employee in 1984. Mr. Cardenas also spent three years as a strategy consultant for Bain & Company and The Parthenon Group.

Skills & Expertise

Mr. Cardenas brings more than 30 years of experience in finance, accounting, corporate strategy, information technology, and general management to the Board. As a certified public accountant with experience in a variety of financial and accounting positions, including his prior service as the chief financial officer of a publicly traded company, Mr. Cardenas has considerable financial expertise and has been designated as an audit committee financial expert. He also brings expertise in strategy development, data analytics and acquisitions. His extensive and broad-based experience deepens the Board’s understanding of consumer brands, technology, and financial matters.

Other Current Company Directorships

•  The ODP Corporation; August 2013

(Audit Committee Chair; Compensation & Talent Committee)

•  Darden Restaurants, Inc.; October 2014

(Audit Committee Chair; Compensation Committee)

•  Big Lots, Inc.; May 2015

(Nominating/Corporate Governance Chair; Compensation Committee)

		André Hawaux       Director		Joined the Board: 2022 Age: 62

Biography

André Hawaux is the former Executive Vice President, Chief Financial Officer, and Chief Operating Officer of Dick’s Sporting Goods. Mr. Hawaux joined Dick’s Sporting Goods, a leading omni-channel sporting goods retailer, in June 2013 as Executive Vice President, Finance Administration and Chief Financial Officer and also served as its Executive Vice President, Chief Operating Officer through August 2017. Mr. Hawaux served as president of the Consumer Foods business of ConAgra Foods (now ConAgra Brands) from 2009 until May 2013. He joined ConAgra Foods as Executive Vice President and Chief Financial Officer in 2006. Mr. Hawaux started his career with PepsiCo and served in various roles over his 26-year career with PepsiCo, including Chief Financial Officer for Pepsi-Cola North America and Pepsi International’s China business unit. Mr. Hawaux holds a BBA in accounting from Pace University and an MBA in international finance from Southern New Hampshire University.

Skills & Expertise

Mr. Hawaux brings nearly 40 years of broad leadership, strategic and international expertise with consumer packaged goods and operations acumen, demonstrated at major consumer focused global public companies. Our Board believes Mr. Hawaux lends his deep expertise in financial reporting, internal controls and procedures and risk management, and knowledge of financial and capital markets, from his extensive experience in finance executive roles with large multi-national public companies, which strengthens our commitment to long-term stockholder value. Additionally, Mr. Hawaux adds valuable experience in information security from his oversight of significant information technology projects while serving in finance executive roles.

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		Denise L. Jackson       Director		Joined the Board: 2018 Age: 57 HR / Compensation Regulatory / Legal Corporate Governance58		Biography Ms. Jackson serves as Chief Legal Officer and Corporate Secretary for AMN Healthcare Services, Inc. since 2000. Previously, Ms. Jackson served as Vice President and Senior Counsel of The Mills Corporation (acquired by Simon Property Group in 2007) from 1995 to 2000. Previous board experience includes PipelineRx from 2013 until 2018 (Compensation Committee Chair).		Skills & Expertise

Biography

Ms. Jackson serves as Chief Legal Officer and Corporate Secretary for AMN Healthcare Services since 2000. Previously, Ms. Jackson served as Vice President and Senior Counsel of The Mills Corporation (acquired by Simon Property Group in 2007) from 1995 to 2000. Previous board experience includes PipelineRx from 2013 until 2018 (Compensation Committee Chair).

Skills & Expertise

With over 20 years of experience as the chief legal officer and secretary of a publicly traded company, Ms. Jackson has considerable expertise in corporate governance, legal, compliance, risk management and government affairs. At AMN Healthcare, Ms. Jackson is responsible for ESG matters and serves on the Information Security Committee. Ms. Jackson also has experience in strategy, mergers and acquisitions, and executive compensation. Our Board benefits from Ms. Jackson’s senior leadership experience at AMN Healthcare Services, the nation’s largest healthcare talent management and government affairs. Ms. Jackson also has experience in strategy, mergers and acquisitions, and executive compensation. Our Board benefits from Ms. Jackson’s senior leadership experience at AMN Healthcare Services, the nation’s largest healthcare total talent solutions company. At AMN Healthcare, Ms. Jackson serves on the Information Security Committee, and as an executive sponsor of the Diversity and Inclusion Program and leads AMN Healthcare Services’ Corporate Social Responsibility efforts. Her knowledge and senior leadership experience broadens our Board’s collective capabilities.

Board Committees

•  Corporate Governance and Nominating (Chair)

•  Audit

Other Current Company Directorships

•  None

		Ramkumar Krishnan        Director		Joined the Board: 2017 Age: 692016   CEO / President ExperienceAge: 52

Biography

Mr. Krishnan serves as Chief Executive Officer, International Beverages and Chief Commercial Officer for PepsiCo since January 2022 and previously served as PepsiCo’s Executive Vice President and Global Chief Commercial Officer and Chief Executive Officer, Asia Pacific, Australia/New Zealand and China (APAC) Region from June 2019 to November 2021. Previously, Mr. Krishnan served as President of Greater China Region for PepsiCo from 2017 until 2019. Mr. Krishnan also served as President, Chief Customer Officer and SVP/General Manager of Global Sales for PepsiCo from 2016 to 2017. Mr. Krishnan also held positions with Frito-Lay from 2006 to 2016, most recently as Senior Vice President and Chief Marketing Officer from 2014 to 2016. Mr. Krishnan served as Senior Brand Manager for General Motors Cadillac Division from 2000 to 2006.

Skills & Expertise

With experience as a marketing executive for one of the world’s leading consumer products companies, Mr. Krishnan brings modern marketing skills in mobile, digital, social, e-commerce, and brand management. Mr. Krishnan also brings a unique perspective as the former Chief Customer Officer for PepsiCo’s global product portfolio for one of the world’s leading retailers and possesses an extensive understanding of the retail industry, customer dynamics, and shifting consumer preferences. Our Board benefits from Mr. Krishnan’s expertise in e-commerce and omni-channel strategy and execution and customer relationship management, all of which are directly relevant to the Company’s strategy.

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		Edna K. Morris       Director		Technology / E-CommerceJoined the Board: 2004   Marketing / Brand ManagementAge: 71

Biography

Ms. Morris has served as Chief Executive Officer and Partner of Range Restaurant Group since 2008. Ms. Morris previously served as Senior Advisor to the Grocery, Pharmacy & Restaurants Group of Solomon Partners since 2018 and on the advisory boards of startup ventures, Byte Kitchen and Topsail Steamers. Previously, from 2009 to 2019, Ms. Morris served as Managing Director of Axum Capital Partners who acquired Wild Wing Café and Backyard Burgers. She has led various restaurant groups and organizations, serving as President of Blue Coral Seafood and Spirits, the James Beard Foundation, Red Lobster and Quincy. Prior to these roles, Ms. Morris was Executive Vice President Human Resources for Hardee’s Food Systems and Advantica Restaurant Group. She also worked with Cummins Engine Company for six years. Ms. Morris serves as Chair of the Human Capital and Compensation Steering Committee of Women’s Corporate Directors and participates in numerous programs with the National Association of Corporate Directors. Ms. Morris joined the board of P.F. Chang’s in May 2022.

Skills & Expertise

Ms. Morris brings over 40 years of executive leadership experience in restaurant and investment organizations of various sizes and types, in different growth stages, and with wide ranging corporate cultures, business models and leadership styles. She has successfully led strategy and brand positioning work, process improvement initiatives, operational plans, acquisition planning, enterprise wide cultural and change initiatives, effective succession/development processes and compensation philosophy/programs that align with strategy and stockholders, and are linked to performance. Her significant experience in leading multi-location, consumer-facing brands, human resources, executive compensation and understanding of the relationship between high performance and respectful cultures provides unique insights and expertise to our Board.

		Mark J. Weikel       Director		Joined the Board: 2014 Age: 67

Biography

Mr. Weikel served as President and Chief Executive Officer of Retail Optical North America at Luxottica Group from January 2013 to March 2014 and Senior Business Advisor from March 2014 to December 2014. Mr. Weikel was President and General Manager for LensCrafters at Luxottica Group from January 2011 until January 2013. Mr. Weikel joined Luxottica in February 2010 as Senior Vice President and General Manager of Sunglass Hut North America. Prior to joining Luxottica, Mr. Weikel was Chief Operating Officer of Lord & Taylor from 2007 to 2008. He held a variety of leadership roles including Chief Operating Officer and President at Victoria’s Secret, from 2003 to 2007. Before that, he held a variety of leadership roles with the May Department Stores Company, including Chief Financial Officer and Chairman for Foley’s Department Stores.

Skills & Expertise

Mr. Weikel brings years of executive leadership and financial experience to our Board with expertise in corporate strategy development and execution. Additionally, his broad-based experience as a chairman, chief executive officer, president, and chief operating officer of various retailers gives him an in-depth understanding of the retail industry, including customer dynamics, shifting consumer preferences, and e-commerce. His extensive retail experience and financial expertise enhances the Board’s understanding of the retail industry and financial matters.

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Compensation of Directors

The Compensation and Human Capital Committee has the responsibility to review compensation for the Company’s directors periodically and recommend changes, as appropriate, to the full Board. For the 2021-20222022-2023 term, the Board approved the following retainer fees for non-employee directors. directors, which did not change as compared to the retainer fees established for the 2021-2022 term.

The annual retainers are due and paid quarterly in cash. In 2021, the Board adoptedThe Company maintains the Tractor Supply Company Directors Stock Election Plan, to provide a mechanism for which allows non-employee directors of the Company to elect to cause fifty-percenthave fifty percent or all of the cash compensation otherwise payable by the Company to such non-employee directors to be paid in the form of shares of the Company’s Common Stock in lieu of cash, in accordance with the 2018 Omnibus Incentive Plan (the “2018 Plan”). Additionally, the Tractor Supply Company Directors Stock Election Plan allows for non-employee directors who elect to receive Common Stock in lieu of cash to irrevocably elect to defer the payment of the Common Stock to either (i) the date of the non-employee director’s termination of service from the Company’s Board; or (ii) a date specified by the non-employee director.

Each of the directors also receives a grant of restricted stock units (“RSUs”) pursuant to the 2018 Plan annually upon election or re-election. Directors who are also employees of the Company, like Mr. Lawton, receive no additional compensation for serving on the Board or any committee thereof. In 2021,2022, grants of RSUs valued on the date of grant at approximately $155,000 were made to non-employee directors other than the independent chairman, and the independent chairman was granted RSUs valued on the grant date at approximately $225,000. The 2022 annual RSU grant value did not change as compared to the grants in 2021. 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. ReceiptSettlement of RSUs canmay be irrevocably deferred until the end of such director’s service on the Board or such other date as the director elects. In addition, our non-employee directors are subject to stock ownership guidelines, as further described in “Corporate Governance—Director Stock Ownership Guidelines.”

The Company also reimburses all directors for out-of-pocket expenses incurred in connection with their attendance at Board and committee meetings.

The following table provides compensation information for the fiscal year ended December 25, 2021,31, 2022, for each individual who served as a member of our Board during such period, other than Mr. Lawton, whose compensation is reflected in the “2021“2022 Summary Compensation Table.”

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Board Meetings and Committees

The Board held four regular quarterly meetings and three additional meetings during 2021. A majority of the total number of directors constitutes a quorum for the transaction of business at a meeting. During fiscal 2021, 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).

Standing Committees of the Board

The Board has determined that each member of the Company’s Audit Committee, Compensation Committee and Corporate Governance Committee is an independent director within the meaning of the listing standards of Nasdaq. Further, there are no transactions in which any director nominee has an interest requiring disclosure under Item 404(a) of Regulation S-K. In addition, the Board has determined that

Effective immediately following the Annual Meeting, and subject to her election by stockholders at the Annual Meeting, Edna K. Morris is expected to be appointed as Chairman of the Board. Ms. Morris is an independent director and brings over 40 years of executive leadership experience in restaurant and investment organizations of various sizes and types, in different growth stages, and with wide ranging corporate cultures, business models and leadership styles. The Board determined that Ms. Morris would provide strong independent leadership based on her C-suite leadership experience, governance experience and expertise in human capital and executive compensation. The Board continues the Company’s practice of separating the CEO and Chairman roles and believes that this structure serves the Company well by allowing the CEO to focus more intensely on the operations and strategy of the Company with increased independent oversight from the Board.

Our Chairman, in consultation with the Chief Executive Officer and each of the committee chairpersons, proposes the agenda for the Board meetings. Directors receive the agenda and supporting information in advance of the meetings. Directors may raise other matters to be included in the agenda or at the meetings. Our Chief Executive Officer and other members of executive management make presentations on a variety of operational and strategic topics to the Board at the meetings, and a substantial portion of the meeting time is devoted to the Board’s discussion of these presentations. Executive sessions for independent directors are scheduled at each regularly scheduled Board meeting.

Directors have regular access to executive management. They may also seek independent, outside advice and shall have authority to appropriate funds to retain such advisors as suchthe Board and any of its committees may deem appropriate. The Board has established three standing committees so that certain areas can be addressed in more depth than might be possiblealso provides an orientation program for new directors and education opportunities for continuing directors.

Board Meetings and Committees

The Board held four regular quarterly meetings and two additional meetings during 2022. A majority of the total number of directors constitutes a quorum for the transaction of business at a fullmeeting. During fiscal 2022, each incumbent director attended at least 90% of the aggregate of (i) the total number of Board meeting.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).

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Standing Committees of the Board

The Board has determined that each member of the Company’s Audit Committee, assignmentsCompensation and Human Capital Committee and Corporate Governance Committee is an independent director within the meaning of the listing standards of Nasdaq. In addition, the Board has determined that Mr. Cardenas, the chair of the Audit Committee, Mr. Hawaux and Mr. Weikel are reassessed annually.qualified as audit committee financial experts within the meaning of SEC regulations and the listing standards of Nasdaq.

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Board, Committee and Individual Director Assessment Process

The Corporate Governance Committee has the responsibility for administering an annual performance review process for the Board. The Corporate Governance Committee has established a rigorous and thorough annual assessment process that includes the completion of written assessments and one-on-one interviews of all directors by the Chairman of the Board. All directors complete a written assessment of the performance of the full Board and its committees, as well as a self/self and peer assessment in which directors are assessed individually. The directors also generally complete written assessments of the performance of the Chairman of the Board and the Chief Executive Officer.

The Corporate Governance Committee also considers diversity, such as diversity of gender, race and national origin, age, education, professional experience and differences in viewpoints and skills. The Corporate Governance Committee is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which Board nominees are selected. The Board and the Corporate Governance Committee believe that it is important that the Board members represent diverse viewpoints. In considering candidates for the Board, the Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. The Corporate Governance Committee implements these criteria, including diversity, by considering the information about the nominee provided by the proponent, the nominee, third parties and other sources. With respect to the nomination of continuing directors for re-election, the individual’s contributions to the Board are also considered. In addition, the Board assesses the diversity of its members and nominees as part of an annual performance evaluation by considering, among other factors, diversity in gender, race and national origin, age, education, professional experience and differences in viewpoints and skills.

The Corporate Governance Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need for specialized expertise and board leadership experience,

Risk Oversight and Management

The Board is actively engaged in overseeing the Company’s risk management process, which is designed to identify and assess strategic, financial and operational risks with the potential to have sustained impact on the Company. The Board exercises its oversight, both as a whole Board and through its standing committees. The Board, Board committees and management coordinate the risk oversight role in a manner that serves the long-term strategic interests of our Company and stockholders through periodic reporting and open lines of communication. Additionally, the Board reviews the Company’s long-term strategic initiatives and operating risks as a part of its regular discussion of the Company’s strategy and operating results.

The standing committees of the Board perform separate functions to support the overall risk oversight and assessment process of the Company. The Audit Committee focuses on financial and enterprise risk exposures, including internal controls and cybersecurity, and discusses with management, the internal auditors, and the independent registered public accounting firm, the Company’s policies with respect to risk assessment and risk management, including the risk of fraud. The Audit Committee also assists the Board in fulfilling its duties and oversight responsibilities relating to the Company’s compliance and ethics programs, including compliance with legal and regulatory requirements, and the Company’s Code of Ethics. The Corporate Governance Committee oversees the major risks and mitigation activities related to its area of responsibility, i.e., director elections and corporate governance practices, as well as corporate social responsibility including environmental stewardship and social issues. The Compensation and Human Capital Committee oversees executive compensation programs and policies, including the design, performance metrics and ranges in incentive plans and performs an annual risk assessment of existing compensation policies and programs. The Compensation and Human Capital Committee is also responsible for talent development and succession planning.

Company management is charged with adequately identifying material risks that the Company faces in a timely manner; implementing management strategies that are responsive to the Company’s risk profile and specific material risk exposures; evaluating risk and risk management with respect to business decision-making throughout the Company; and efficiently and promptly transmitting relevant risk-related information to the Board or appropriate committee, so as to enable them to conduct appropriate risk management oversight.

Compensation Risk Assessment

In November 2022, the Company completed an assessment of its compensation policies, programs and practices and the Compensation and Human Capital Committee’s independent consultant completed an assessment of the executive compensation program to determine whether there were any risks related to the design or operation of these plans and programs that were reasonably likely to have a material adverse effect on the Company. The Compensation and Human Capital Committee reviewed and discussed these assessments and concluded that the Company’s compensation practices and programs do not encourage excessive risk taking and are not reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, the following mitigating factors were also identified and considered:

Cybersecurity and Data Privacy

The Audit Committee maintainsprovides oversight of the Company’s cybersecurity and data protection and cybersecurity programprivacy programs through quarterly updates from management about active and emerging threats and efforts to strengthen its defenses against cybersecurity events. The Company’s Executive Vice President, Chief Technology, Digital Commerce and Strategy Officer reviewreviews with the Audit Committee at least quarterly, and more often, if necessary, the Company’s cybersecurity and data protection and cybersecurityprivacy risks and the new and existing controls that mitigate them.

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The Company’s cybersecurity and data protection and cybersecurity program reducesprivacy programs reduce risk to the confidentiality of information, integrity of operations and availability of technology systems. This is accomplished by identifying and reducing technology and other risks, maintaining a proactive security posture againstaligned with threats, detecting cybersecurity events when they occur, responding quickly and effectively to limit the impact of cybersecurity events, and building systems and processesprocedures to recover from a cyber event or other data breach. There have been noevent. The Company is not aware of any material information security breaches of customer personally identifiable information in the past three years.

An external managed security services provider uses sophisticated tools with artificial intelligence and other data analyticsanalytical tools to continuously monitor the Company’s network for cybersecurity events, and theevents. The Company maintains a security incident response plan to respond to events quickly and effectively. The plan, which is tested biannually, includes specific response procedures covering pervasive threats such as ransomware. Internal reporting and escalation protocols are in place to ensure executive committee, Audit Committee, and full Board oversight, as appropriate.

The Company regularly engages third-party experts to assess the effectiveness of its cybersecurity and data protection and cybersecurity programprivacy programs and ensure compliance with federal and state laws and regulations. Annually, theThe Company is assessed every 18-24 months by an independent third-partythird party for compliance with the PCI-DSS standard, for which the Company most recently receivedreceives an attestation of compliance in October 2021.compliance. Biennially, an external auditor conducts an independent comprehensive cybersecurity program audit. The most recently completed audit in April 2021 assessed the Company’s cybersecurity and privacy programsprogram using the NIST Cybersecurity Framework.

The Company’s security awareness program seeks to create a culture of shared responsibility for the security of sensitive data and its network.systems. This is accomplished through mandatory annual security training for employeesteam members with access to Company email as well as tailored