The Marzetti (MZTI) Proxy filing summary

Executive summary

• Fiscal 2026 net sales rose 1.1% to $1.93B; operating income increased 8.3% to $238.7M, while operating cash flow reached a record $283.8M.

• Bachan’s acquisition closed May 1, 2026, for approximately $400M; year-end cash was $25.1M and debt was $200M.

• Fiscal 2026 dividends totaled a record $108.8M and common-stock repurchases were $36.3M.

Voting matters and shareholder proposals

• The virtual annual meeting is scheduled for November 11, 2026; shareholders of record on September 14, 2026 may vote.

• Shareholders will elect John B. Gerlach, Jr., Gregory L. Hughes and Robert P. Ostryniec to terms ending in 2029; Robert L. Fox is not standing for re-election.

• Advisory say-on-pay and ratification of Deloitte & Touche LLP for FY2027 are on the ballot; the Board recommends FOR both, with the next say-on-pay vote expected in 2027.

• Director elections require a plurality; say-on-pay and auditor ratification require a majority of outstanding shares, with abstentions and broker non-votes counting against those proposals.

• Proposals for inclusion in the 2027 proxy statement are due June 15, 2027; director-proxy solicitation notices under Rule 14a-19 are due September 12, 2027.

Board of directors and corporate governance

• The Board has 11 directors in three staggered classes; Alan F. Harris is chair and David A. Ciesinski is CEO, with the leadership roles currently separate.

• A majority of directors are independent; the Board held 11 meetings in FY2026 and every director attended at least 75% of applicable Board and committee meetings.

• Four standing committees oversee audit, compensation, nominations and governance, and executive matters; each committee is chaired by an independent director.

• In uncontested elections, a nominee receiving more Withhold than For votes is expected to resign; the Board must decide within 90 days after certification of results.