Annual Meeting of Shareholders - BROADRIDGE FINANCIAL SOLUTIONS INC

Good day, everyone, and welcome to the Marzetti Company Annual Meeting. Now, I'll turn the call over to your host, Chairman Alan F. Harris. Please go ahead. The 2026 Annual Meeting of Shareholders of the Marzzetti Company will please come to order. I am Alan F Harris, Chairman of the Marsetti Company. I'm pleased to welcome you to our virtual annual meeting. Our shareholders are attending through the designated web portal today. hosted by our transfer agent Broadridge. The rules of conduct for participating today were posted on the company's website on November the 3rd, 2026. As always, following the adjournment of our formal business today, we will try to answer any questions submitted through the portal pursuant to the rules posted on our website. Please note that the recording of this annual meeting, including any screenshots, is strictly prohibited. As is our custom, I would like to introduce to the shareholders those of our officers and directors who are with us today. Zina Sravica-Arnold, Director. Barbara L. Brazier, Director, David A. Zizinskis, Director Robert L. Fox, Director Elliot K. Fullan, Director Gregory L. Hughes, Director John B. Gerlach, Jr., Director Michael H. Cowan, Director, George F. Knight III, Director Robert P. Osternick, Director. I'd also like to introduce Thomas Piggott, Chief Financial Officer, Matt Scherzi, Secretary and General Counsel, and Dale Ganovczyk, Vice President and Treasurer. Welcome also to Elena Salenti and Megan Gannon from our independent auditor, Deloitte & Touche. The company has received affidavits executed by our mailing agents certifying that notice of the meeting was duly given and was mailed on October 13, 2026 to all shareholders of Record as of September 14, 2027. The record date for voting at this meeting. We are advised by Broadridge Financial Solutions Inc. that the corporation had 27,290,749 common shares outstanding and entitled to vote as of the record date. Matthew Schurte and Jim Raitt of the American Election Services will serve as inspectors of election and tell us for the purpose of undertaking any tabulation that may be necessary in connection with counting shareholder votes may I have a report on the presence of a quorum thank you Mr. Chairman we can report that more than a majority of the outstanding shares in time to who vote are present in person or by proxy at this meeting. We have a quorum. Thank you. On the basis of these reports, I find that proper notice of the meeting has been given and a quoram is present. If you're a shareholder who has not previously submitted a proxy, or if you wish to revoke your proxy by voting during this meeting, you may do so by submitting your vote through the designated web portal as explained in the rules of conduct for this meeting We're now ready to transact business. Firstly, election of directors. The first order of business before the shareholders today is the election of the three directors to serve until the 2029 annual meeting and until their successors are duly elected and qualified. The board has nominated John B. Gerlach Jr., Gregory L. Hughes and Robert P. Ostrenik following recommendation by the Nominating and Governance Committee. Number two, approval of compensation of our named executive officers. The second order of business before the shareholders is the non-binding approval of the compensation of our named Executive Officers. The Board and the Compensation Committee recommend a vote in favour of this proposal. Number three, ratification of independent auditor. The third order of business before the shareholders is the ratification of Deloitte & Touche LLP as the corporation's independent registered public accounting firm for our fiscal year ended June 30, 2027. The Board and the Audit Committee recommend a vote vote in favour of this proposal. The polls are now open. Any shareholder who hasn't yet voted or wishes to change their vote may do so by submitting their vote through the designated web portal as explained in the Rules of Conduct for this meeting. Any questions about matters on the agenda being voted on may also be submitted via the meeting web portal. We will now wait a moment for voting and questions. Now that all shareholders have had the opportunity to vote and submit questions, I declare the polls closed. At this time, I'd like to ask the Secretary to report the preliminary results of matters voted upon today. I hereby report that based upon our preliminary results, the nominees have been elected to the board of directors. The compensation of our named executive officers has been approved and our independent auditor has been ratified. Thank you. The inspector's election will furnish the company with a written report at the final count, which will be included in our minutes and made available publicly on a current report filed with the Securities and Exchange Commission and available on our website. As mentioned earlier, we have present with us today representatives of of our independent auditor, Deloitte & Touche. If you have any questions for them, please submit those questions through the portal at this time. This includes the formal business of our annual meeting, which is now officially adjourned. Firstly, on behalf of the shareholders, I'd like to thank all the employees of the Marsetti Company for their dedication to this business. The efforts that you make every day are very much appreciated and make a real difference. I'm happy to report that the Board of Directors has approved an increase in our quarterly dividend rate to $1.05 per share, effective with the dividend payable on December 31, 2026. This will mark the company's 64th consecutive year of an increase of our annual dividend. We continue to support a growing cash dividend as an important part of our total return to shareholders. I'd now like to take a moment to express my sincere gratitude to Bob Fox for his many years of dedicated service as a director of the Marzetti Company. Bob has served on our board since 1991 and will retire from the board effective today. Throughout his remarkable 35-year tenure, Bob has made countless contributions to the company through his leadership, sound judgment and deep knowledge of our business. Over the years, Bob has served on several Board Committees, most recently as Chair of the Nominating and Governance Committee and as a member of the Compensation and Executive Committees. On behalf of the entire Board, Bob, thank you for your many years of service, your guidance and your commitment to the Marzetti Company. We wish you all the very best in your retirement. I'd also like to formally welcome Greg Hughes to our board. Greg is the President and Chief Executive Officer of Suntory Global Spirits and has been serving on the Marsetti board since February. Greg's experience leading food and beverage companies is a great asset, as is his deep understanding of marketing, brand development, and operational excellence. Thank you, Greg, for your important contributions. that, I'll now ask Dave Sosinski to share his comments on the business, and I'd like to acknowledge and thank him for his commitment and continued strong leadership. Thanks, Alan, and good afternoon, everyone. It's a pleasure to be with you today. When we became the Marzetti Company last year, we chose a name that better represented who we are today while honoring the people who built this business. From Teresa Marzatti to Don Penn and Patricia Sister Barnes, and now Vashon's founder, Justin Gill, our portfolio has been shaped by the entrepreneurs who built beloved brands around family recipes, a passion for making great food, and a love for serving others. Each of these brands has unique recipes and origin stories, but they share something important in common, authenticity. They were created by people who believe that quality ingredients, distinctive flavors, and a commitment to doing things the right way would ultimately delight consumers. Those same principles continue to animate the Marzetti Company today. In May, we completed the acquisition of Boshon's, a premium brand known for its authentic Japanese barbecue sauces and clean label products. Boshons is a natural complement to our portfolio of flavorful products made from family recipes and reinforces our long-term strategy of expanding our leadership in the growing sauce category across retail and food service. For the fiscal year that ended in June 30, 2026, consolidated net sales increased 1.1% to a record high of $1.93 billion, driven by growth in our food service segment and the acquisition. We have achieved record high net sales for more than 10 consecutive years. Retail net sales were $1 billion, flat compared to fiscal year 2025. Retail sales were driven by the strength of our grain and dough portfolio, including New York bakery items, Texas Roadhouse rolls, as well as the additions of Boshan sauces to our retail portfolio. Food service net sales increased 2.4% to $927 million, benefiting from continued growth of several national chain restaurant customers, excluding all non-core sales resulting from the temporary supply agreement that concluded during the quarter ended March 31, 2026. The segment's net sales increased 1.7 percent. Consolidated gross profit increased 4.7% to $477.3 million, compared to $455.6 in fiscal year 2025. The increase was driven by the positive impacts of our cost savings programs. Fiscal year 2026 marked the fourth consecutive year of record high gross profit. Operating income increased 8.3% to $238.7 million due to the increase in gross profit and the favorable year-over-year change in restructuring impairment and other, which were partially offset by higher SG&A expenses. For fiscal year 2026, it also marked the third consecutive year of record high operating income. Just as importantly, our teammates continue to deliver strong performance in the critical areas of employee safety, food safety, and food quality. These remain foundational to the purpose of our purpose and to maintaining the trust of our customers and our consumers. As we look ahead, the Marzetti Company will continue to leverage the combined strength of our team, our operating strategy, and our balance sheet in support of the three pillars of our growth plan. To number one, accelerate core business growth. Number two, to simplify our supply chain to reduce our cost and grow our margins. And finally, number three, to expand our core with focused M&A and strategic licensing. In fiscal year 2027, we anticipate that our retail business will continue to benefit from incremental sales attributed to the Vachon's acquisition, in addition to new items that we have recently launched or have planned in our pipeline. We look forward to delivering meaningful innovation across our portfolio that reflects a changing consumer taste and our longstanding commitment to high quality and flavorful food. In the food service segment, sales are expected to be supported by select quick service restaurant customers in our mix of national accounts as we partner with operators to develop authentic, craveable flavors that help drive menu innovation and consumer traffic. As I reflect on the past year, I am grateful for our teammates across the Marzetti company, including the newly welcomed Boshan's team. While our founders deserve much of the credit for creating our brand, it's our current associates who are standing on their shoulders in building the company's future. That shared commitment to authenticity, both in the products that we make and how we work together to manage the business, gives me great confidence in our future. I look forward to updating you on our progress, and I'll now turn it back over to Alan. Alan? Thanks, Dave. And thanks to all of you who joined us today. And we'd like to take the opportunity of wishing everybody a very happy Thanksgiving holiday. Thank you. That concludes our meeting today. You may now disconnect.