Jennifer H. Noonan JNoonan@bassberry com (615) 742-6265 January 29, 2021 VIA EMAIL (
[email protected]) Office of Chief Counsel U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Tractor Supply Company – Request to Exclude Shareholder Proposal Submitted by James McRitchie Ladies and Gentlemen: We are writing on behalf of our client, Tractor Supply Company, a Delaware corporation (the “Company”), pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to briefly respond to a letter, dated January 25, 2021 (the “Rebuttal”), submitted on behalf of James McRitchie (the “Proponent”), regarding the exclusion of a shareholder proposal and related supporting statement (the “Proposal”) submitted by the Proponent from the Company’s proxy materials for its 2021 Annual Meeting of Shareholders (the “2021 Proxy Materials”). The Company’s initial request to exclude the Proposal from its 2021 Proxy Materials, dated December 31, 2020 (the “No-Action Letter”), and the Company’s supplemental response to the No-Action Letter, dated January 19, 2021 (the “Supplement”), are attached hereto as Exhibit A, and the Rebuttal is attached hereto as Exhibit B. I. The Proposal The Proposal states: Transition to Public Benefit Corporation Resolved: Tractor Supply Company (“Company”) shareholders request our Board of Directors take steps necessary to amend our certificate of incorporation and, if necessary, bylaws (including presenting such amendments to the shareholders for approval) to become a public benefit corporation (a “PBC”) in light of its adoption of the Business Roundtable Statement of the Purpose of a Corporation (the “Statement”).