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
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Rule 14a-6(e)(2))
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[ ] Soliciting Material Pursuant to ss.240.14a-12
TRACTOR SUPPLY COMPANY
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(Name of Registrant as Specified in Its Charter)
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BOARD OF DIRECTORS APPROVES REDUCTION IN SHARES UNDER
PROPOSED STOCK INCENTIVE PLAN
On April 27, 2006, the Board of Directors of Tractor Supply Company (the
"Company") approved an amended version of its proposed 2006 Stock Incentive Plan
(the "Plan") to reduce the number of shares of common stock authorized for
issuance pursuant to the Plan from 3,000,000 shares to 2,750,000 shares.
Additionally, the Company incorporated specific share limit counting rules into
the Plan.
The Company was informed earlier this week by Institutional Shareholder
Services (ISS) that the number of shares proposed, as well as the absence of
specific share limit counting rules, in the version of the Plan previously
approved by the Board resulted in ISS cost guidelines being exceeded based on
the valuation methodology used by ISS. Consequently, the Company decided to
approve an amended version of the Plan to conform to such ISS guidelines, and to
seek stockholder approval of such amended Plan. The amended Plan will be
presented for stockholder approval at the Company's Annual Meeting of
Stockholders to be held on Thursday, May 4, 2006. The Company expects that ISS
will recommend voting in favor of the Plan.
A copy of the revised Plan is attached as Exhibit 99.1 to the Current
Report on Form 8-K being filed by the Company on the date hereof with the
Securities and Exchange Commission (the "SEC"). Stockholders may obtain, free of
charge, a copy of such Current Report on Form 8-K and revised Plan at the SEC's
website, WWW.SEC.GOV.
If any stockholder has already returned his or her properly executed
proxy card and would like to change his or her vote, such stockholder may revoke
his or her proxy before it is voted at the Annual Meeting of Stockholders by
giving written notice of revocation to the Secretary of the Company, by
submission of a proxy bearing a later date or by attending the Annual Meeting in
person and casting a ballot.
If any stockholder would like a new proxy or has any questions, he or
she should contact David C. Lewis, Assistant Corporate Secretary, 200 Powell
Place, Brentwood, Tennessee 37027, at (615) 366-4600.