DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Sprout Social, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in the exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

P.O. BOX 8016, CARY, NC 27512-9903

Sprout Social, Inc.

Important Notice Regarding the Availability

of Proxy Materials

for the

Stockholders Meeting to be held on

May 25, 2022

For Stockholders of record as of March 29, 2022

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting.

To view the proxy materials, including the proxy statement and annual report, and to obtain directions to attend the meeting, go to: www.proxydocs.com/SPT

To vote your proxy while visiting this site, you will need the 12 digit control number in the box below.

Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet.


		For a convenient way to view proxy materials and VOTE go to www.proxydocs.com/SPT Have the 12 digit control number located in the shaded box above available when you access the website and follow the instructions.

		If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before May 13, 2022.

		*To order paper materials, use one of the following methods.*


INTERNET	TELEPHONE		* E-MAIL
www.investorelections.com/SPT	(866) 648-8133		paper@investorelections.com

When requesting via the Internet or telephone you will need the 12 digit control number located in the shaded box above.		* If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located above) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material.

Sprout Social, Inc.

Meeting Type: Annual Meeting of Stockholders

Date: Wednesday, May 25, 2022

Time: 9:00 AM, Central Time

Place: To be held virtually -- please visit www.proxydocs.com/SPT
for additional information on virtual meeting registration

You must register to attend the meeting online and/or participate at www.proxydocs.com/SPT

SEE REVERSE FOR FULL AGENDA

Sprout Social, Inc.

Annual Meeting of Stockholders

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:



		FOR ON PROPOSALS 1, 2 AND 3
		THE BOARD RECOMMENDS THAT AN ADVISORY VOTE ON THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS BE HELD EVERY 1 YEAR.

		PROPOSAL

1.		To elect two Class III directors to serve until our 2025 annual meeting of stockholders or until their successors are duly elected and qualified;

		1.01 Aaron Rankin

		1.02 Steven Collins

2.		To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022;

3.		To conduct an advisory vote to approve the compensation of our named executive officers; and

4.		To conduct an advisory vote to indicate the preferred frequency of stockholder advisory votes to approve the compensation of our named executive officers.