Marzetti Co

1. 1

   Election of Three Directors

   ManagementBoard: FOR

   Elect John B. Gerlach, Jr., Gregory L. Hughes, and Robert P. Ostryniec to serve three-year terms expiring at the 2029 Annual Meeting.

2. 2

   Non-binding Vote on Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation of the Corporation’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal Two asks shareholders to approve, on a non-binding advisory basis, the compensation paid to the company’s named executive officers. The vote covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures in the proxy statement. It is the company’s annual Say-on-Pay vote under Section 14A of the Exchange Act. Management is seeking approval to obtain shareholder feedback on the design and operation of its executive compensation program. The program emphasizes pay for performance through base salary, annual cash incentives, and long-term equity awards. Annual incentives depend on adjusted net sales, adjusted operating income, and individual objectives, while long-term awards use net sales growth, relative TSR, and time-based retention awards. The company reports that 97.1% of votes cast at the 2025 Annual Meeting supported its executive compensation program, indicating strong prior shareholder support. The Board believes the program appropriately aligns executives with long-term shareholder value and rewards annual and long-term performance. The Board recommends a vote FOR, while acknowledging that the advisory result will not bind the company or the Board but will be considered by the Board and Compensation Committee in future compensation decisions.

3. 3

   Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending June 30, 2027.

4. 4

   Other Business

   Management

   Transact any other business that may properly come before the Annual Meeting or any adjournments or postponements.

   More detail

   Proposal Four is a standard other-business item authorizing consideration of matters that may properly come before the Annual Meeting. The proxy statement says the Board was unaware of any additional business as of the date of the filing. The provision also covers adjournments and postponements of the Annual Meeting. It is included to preserve proxy-holder discretion if an unforeseen matter is properly presented. The proxy confers discretionary authority on the designated proxy holders to vote on such matters. They may exercise that authority in the manner they believe is in the Corporation’s best interests. No specific additional proposal, issue, or proponent is identified. Because no known matter is described, the filing does not provide a substantive Board recommendation of FOR or AGAINST. This item is therefore procedural rather than a defined corporate action, although shareholders’ proxies may be used to address eligible matters arising at the meeting.

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When is the Marzetti Co 2026 annual meeting?

Marzetti Co (MZTI) holds its 2026 annual shareholder meeting on Wednesday, November 11, 2026.

What is the record date for the Marzetti Co 2026 meeting?

The record date for the Marzetti Co 2026 meeting is Monday, September 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Marzetti Co's 2026 meeting?

The board is presenting 3 director nominees at the Marzetti Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Marzetti Co 2026 meeting?

Shareholders will vote on 4 proposals at the Marzetti Co 2026 meeting, each tagged with who proposed it and the board's recommendation.