The Marzetti (MZTI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for November 19, 2025, with voting on four key proposals, including director elections, executive compensation, a new omnibus incentive plan, and auditor ratification.

• Fiscal 2025 saw 2% net sales growth to $1.9 billion, record retail and foodservice segment sales, and a 10.5% increase in operating income.

• Shareholder returns included a 12.5% annual total return over three years and record dividends of $103.5 million in 2025.

• The company maintains a strong financial position with $161.5 million in cash and no debt at year-end.

Voting matters and shareholder proposals

• Shareholders will vote to elect four directors for terms expiring in 2028.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay) is included.

• Approval sought for the 2025 Omnibus Incentive Plan, replacing the expiring 2015 plan.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

• Shareholder proposals for the 2026 meeting must be received by June 22, 2026.

Board of directors and corporate governance

• Board consists of ten members, with staggered three-year terms; majority are independent per Nasdaq standards.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Executive.

• Board leadership structure separates Chairman and CEO roles; all committee chairs are independent.

• Directors are expected to attend all meetings; all attended at least 75% of meetings in fiscal 2025.

• Share ownership guidelines require directors to own shares equal to at least four times the annual cash retainer.