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美国

证券交易委员会

华盛顿特区 20549

14A 表格

（规则 14a-101）

委托书所需信息

14A 表格信息

根据《1934 年证券交易法》第 14(a) 条提交的委托书

（修正案编号）

由申报人提交 ☒

由申报人以外的一方提交 ☐

勾选相应方框：


☐	初步委托书
☐	机密，仅供委员会使用（根据规则 14a-6(e)(2) 允许）
☒	最终委托书
☐	最终补充材料
☐	根据第 240.14a-12 条 soliciting material


马泽蒂公司

（申报人章程中指定的名称）

（申报人以外的人员提交委托书时的姓名）

提交费用支付（勾选相应方框）：


☒	无需支付费用
☐	费用已随初步材料预先支付。
☐	根据《交易法》第14a-16(i)(1)条和第0-11条，在展品中要求的表格上计算的费用

$\"Marzetti$

Marzetti 公司

380 Polaris Parkway, Suite 400

Westerville, Ohio 43082

股东年会通知


		待表决事项
$\"Date.gif\"$ 日期 & 时间 2026年11月11日星期三东部时间下午1:00 $\"Internet.gif\"$ 地点通过网络直播举行的虚拟会议，地址为 www.virtualshareholdermeeting.com/MZTI2026 $\"Time.gif\"$ 登记日营业时间结束于2026年9月14日
	1		选举三名董事，任期至2029年；
	2		以非约束性投票方式批准公司指定高管人员的薪酬；
	3		批准聘请德勤会计师事务所作为公司截至2027年6月30日年度的独立注册公共会计师事务所；以及
	4		处理年度会议或其任何延期或推迟期间可能适当提交的其他业务。

Marzetti 公司（以下简称“公司”）的股东年会（以下简称“年会”）将于2026年11月11日东部标准时间下午1:00，或其任何延期或推迟期间， exclusively 在线举行。登记在册的股东可以通过访问 www.virtualshareholdermeeting.com/MZTI2026 并输入其委托卡或随委托材料附带的说明中包含的16位控制号码，在年会期间参加、投票并提交问题。年会的现场网络直播也可供公众在 investors.marzetticompany.com 上观看。年会没有实体地点。

经董事会决定，只有2026年9月14日营业时间结束时登记在册的股东才有权收到年会通知并参加投票。

您的投票非常重要，无论您拥有多少股份。代表董事会，我们请求您尽快投票，即使您计划参加年度会议。这不会妨碍您在年度会议上进行电子投票，但如果您无法参加，将确保您的投票被计算在内。随信附上一个已预付邮资的自付邮资信封，以便您方便地返回已填写的委托书。或者，可以按照委托书上的委托投票说明进行互联网投票。

根据董事会命令

Alan F. Harris

David A. Ciesinski

董事会主席

董事、首席执行官兼总裁

2026年10月 13日

关于2026年11月11日召开的股东会议的委托书材料可用性的通知。

本委托书说明、委托书以及我们的2026年股东年度报告（包括我们的10-K表格年度报告）可免费在 materials.proxyvote.com/513847 获取。公司的2026年年度报告不是委托征集材料。


$\"Marzetti$


委托书		2
Proposal One - Nomination and Election o f Directors		4
公司治理		11
董事会委员会和会议		14

某些受益所有人的股份所有权		17
薪酬讨论与分析		19
高管薪酬		34
薪酬与绩效		47
董事薪酬		53
薪酬委员会的相互关系和内部人员参与		55
薪酬委员会报告		56
提案二 - 非约束性投票对董事的薪酬公司指定高管的薪酬	57

审计委员会报告		58
提案三 - 批准公司独立注册公共会计公司的选择		60
审计及相关费用		61
某些关系和相关交易		62
股东提案		62
其他事项		63


附录 A - GAAP与非GAAP财务指标的调节		64


		目录

委托书

一般信息

本委托书随附给The Marzetti Company（“公司”）的股东，用于与公司董事会（“董事会”）在年度股东大会上投票的委托书征集相关。该年度股东大会将于2026年11月11日下午1:00（东部标准时间） exclusively online在www.virtualshareholdermeeting.com/MZTI2026举行，或任何延期或推迟（“年度股东大会”）。附上的委托书上提到的提案在此委托书中有所描述。本委托书和附上的委托书将于2026年10月13日左右首次寄送给股东。

股东在年度股东大会前签署并寄回附上的委托书，或及时通过电子方式或电话投票，即授权董事会通过其指定代表，根据股东的指示，在年度股东大会上代表该股东的股份进行投票。公司的授权代表可以投票决定延期会议，并且在会议任何延期或延期时被授权投票。股东可以在年度股东大会投票前随时撤销其委托书。为使撤销生效，任何撤销必须在年度股东大会投票前通知公司的秘书或助理秘书。股东仅出席年度股东大会不会撤销其委托书，除非向公司的秘书或助理秘书发出具体的撤销通知。

公司承担委托书征集的费用，包括经纪公司和其他人转发委托书材料给公司股份实际持有人的任何费用和支出。委托书可通过个人访谈、邮寄、电话和电子通讯方式，通过公司员工的努力进行征集。

根据董事会的决定，只有在2026年9月14日营业结束时的公司股东记录才被授权收到年度股东大会或其任何延期或推迟的通知并进行投票。截至2026年9月14日，公司已发行27,290,749股无面值普通股（“普通股”），每一股普通股的持有者有权投一票。公司没有其他类别的股票发行。

为了在年度股东大会上进行业务交易，必须有公司普通股的多数已发行股份出席，无论是直接出席还是通过委托书出席，才能构成法定人数。用于确定法定人数是否存在或不存在的委托书包括弃权和经纪非投票。经纪非投票是指经纪公司持有客户股份的“街名”时，签署并提交这些股份的委托书，但未能对某些事项进行投票。

以“街名”持有股份的实际持有人应从其经纪公司、银行或代理人处收到投票指示，作为股份的记录持有人，以指导记录持有人如何投票这些股份。


The Marzetti Company	2	2026年委托书


		目录

投票要求

董事提名人选的选举需要获得在有法定人数出席的会议上所有投票中多数投票的赞成票。经纪人不投票和标记为“保留”的委托书对董事提名人选的选举没有影响。在本次无争议的选举中，任何获得“保留”票数多于“赞成”票数的董事提名人选预计将根据此处所述的董事会政策，向提名与治理委员会和董事会提交其辞职申请。

我们指定的高管（“NEOs”）的薪酬的非约束性批准以及对公司截至2027年6月30日的独立注册公共会计事务所的确认，需要在有法定人数出席的会议上，由普通股持有人持有的全部股份的多数投票赞成。


Marzetti公司	3	2026年委托书


		目录

提案一

董事的提名与选举

董事会目前由11名成员组成，分为两组，每组4名成员，一组3名成员。三组成员的任期为三年，任期交错。罗伯特·L·福克斯先生已达到强制退休年龄，因此不再参选。

每位提名人选都是公司的现任董事，并已同意参选董事会，任期至公司2029年股东年度会议结束。如果任何提名人选在年度会议前无法担任董事，董事会可以指定新的提名人选，而被指定的委托人将投票支持该替代提名人选。

$\"Marzetti$

董事会建议通过在年度会议前签署并返回附上的委托书，投票“赞成”以下列出的每位提名人选的选举。

任期至2029年结束的提名人选

姓名

在公司的职位

年龄

担任董事时间

约翰·B·格勒拉赫， Jr.

公司的董事

1985

格雷戈里·L·休斯

公司的董事

2026

罗伯特·P·奥斯特里尼克

公司的董事

2014

继续任职的董事 – 任期至2028年结束


姓名	在公司的职位	年龄	担任董事时间

芭芭拉·L·布拉西亚	公司的董事	68	2019
大卫·A·西辛斯基	公司的董事、首席执行官和总裁	60	2017
埃利奥特·K·富伦	公司的董事	61	2021
艾伦·F·哈里斯	董事兼董事会主席	72	2008

继续任职的董事 – 任期至2027年结束

姓名

在公司的职位

年龄

担任董事时间

泽娜·斯里瓦斯塔·阿诺德

公司的董事

2023

迈克尔·H·基恩

公司的董事

2018

乔治·F·奈特三世

公司的董事

2023


Marzetti 公司	4	2026 年代理声明


		目录

以下信息适用于每位现任董事以及每位被提名为董事的人选，包括他们在过去五年中的主要职业；他们具体的经历、资格、特点或技能，这些使他们有资格担任董事；以及某些其他信息。

$\"marzetti-jay-gerlach.jpg\"$

约翰·B·格拉拉赫， Jr.于 2023 年 12 月退休，此前自 2017 年 7 月起担任公司的董事会执行主席。他自 1997 年起担任公司的首席执行官，直至 2017 年 6 月。格拉拉赫先生为董事会带来了丰富的领导和运营管理经验。格拉拉赫先生在公司担任高管超过 35 年，其中包括超过 20 年的首席执行官经历，展现了强大的高管领导能力。格拉拉赫先生是公司任职时间最长的董事。

这种经验，加上他在 Huntington Bancshares Incorporated 董事会以及众多非营利组织的先前服务，使格拉拉赫先生具备了广泛的董事会领导能力。也许最重要的是，格拉拉赫先生在公司的重大持股确保了高层领导与我们股东的利益直接一致。

约翰·B·格拉拉赫， Jr.

担任董事时间： 1985

$\"marzetti-greg-hughes.jpg\"$

格雷戈里·L·休斯目前担任三得利全球烈酒公司（一家全球高端烈酒公司）的总裁兼首席执行官，自 2023 年 10 月起担任该职位。他于 2015 年加入该公司，在被任命为总裁兼首席执行官之前，曾担任首席增长与品牌官、北美总裁和北美总经理。在加入三得利全球烈酒公司之前，休斯先生曾在 Kraft Foods 和 Bel Brands 担任领导职务，早期职业生涯中曾在联合利华担任销售和市场职务。休斯先生获得堪萨斯大学文学学士学位和西北大学凯洛格管理学院工商管理硕士学位。

休斯先生领导一家全球饮料公司的经验，加上他在食品和消费品行业丰富的经验以及他在市场营销、品牌开发、增长战略和运营管理方面的专长，使董事会认为他作为董事会成员提供了有价值的视角和见解。

格雷戈里·L·休斯

担任董事时间： 2026


Marzetti 公司	5	2026 年代理声明


		目录

$\"marzetti-bob-ostryniec.jpg\"$

罗伯特·P·奥斯崔尼茨于 2017 年 3 月退休。他自 2013 年起担任 Keurig Green Mountain, Inc. 的首席产品供应官，直至 2017 年 3 月。他还曾担任 H.J. Heinz 公司的全球供应链主管（2010 至 2013 年）以及 H.J. Heinz 公司的供应链副总裁（2003 至 2010 年）。奥斯特里尼茨先生在公开上市的以消费者为导向的公司中担任制造、采购、供应链和物流高管职位，拥有 34 年的经验，这些公司包括通用电气公司、斯坦利黑与德克公司、H.J. Heinz 公司和 Keurig Green Mountain, Inc.

奥斯特里尼克先生在制造、采购、供应链和物流方面的丰富管理经验，使他能够为董事会提供有价值的见解和视角。

罗伯特·P·奥斯特里尼克

自 2014

$\"marzetti-barb-braiser.jpg\"$

芭芭拉·L·布拉西亚于2018年4月从赫克租赁公司（Herc Rentals, Inc.）退休，该公司是一家设备租赁公司，她曾担任首席财务官和高级副总裁，此前自2015年起领导该公司从赫兹全球控股公司（Hertz Global Holdings, Inc.）分拆。2012年至2015年，她担任金宝汤公司（Mondelez International，原金宝汤公司Kraft Foods, Inc.）的高级副总裁，负责税务和资金业务；2009年至2012年，她在金宝汤公司担任多个财务职务的高级副总裁。此外，她于2004年至2008年担任多元化工业公司英格索兰公司（Ingersoll Rand）的副总裁兼财务主管。在此之前，她在包装和林业产品公司米德公司（Mead Corporation）担任多个领导职务，包括担任一个部门的总裁。她目前担任JBT Marel公司（原约翰·比恩技术公司John Bean Technologies Corporation）董事会审计委员会主席，以及莫利纳医疗保健公司（Molina Healthcare Inc.）董事会审计委员会和薪酬委员会的成员。她还曾于2020年至2025年担任亨尼·佩尼公司（Henny Penny Corporation）董事会审计委员会的成员。

芭芭拉·L·布拉西亚在38年的职业生涯中，曾领导多家国际上市公司的多样化业务组合，并且目前担任三家根据《证券交易法》第12条注册证券的公司的董事（我们公司、JBT Marel公司和莫利纳医疗保健公司），这为董事会在战略规划、变革管理、并购、会计、税务和审计等多个领域提供了宝贵的见解和专业知识。

芭芭拉·L·布拉西亚

自 2019


马泽蒂公司	6	2026年代理声明


		目录

$\"marzetti-dave-ciesinski.jpg\"$

DAVID A. CIESINSKI目前担任公司的总裁兼首席执行官。自2016年4月起，他一直担任公司的总裁，并自2017年7月起担任首席执行官。Ciesinski先生此前曾担任Kraft Foods Group, Inc.的餐食解决方案部门总裁，并于2014年至2015年期间担任其执行副总裁兼餐食与甜点部门总裁，在此期间，他负责领导Kraft的零售业务。在加入Kraft之前，Ciesinski先生于2001年至2013年在H.J. Heinz公司担任多个领导职务，包括全球业务发展副总裁，在此期间，他负责领导公司的业务发展活动，美国零售部门集团副总裁兼首席营销官，以及其他多个领导职务。作为包装食品行业的资深人士，拥有广泛的高管领导经验，Ciesinski先生过去的经验为他担任公司总裁兼首席执行官的角色提供了坚实的基础。他目前担任Essential Utilities Inc.董事会的风险缓解与投资政策委员会主席，以及审计委员会成员，该公司根据《交易法》第12条注册了证券类别。

Ciesinski先生为董事会提供了关于公司详细的知识以及管理层对公司运营和战略的宝贵见解。

David A. Ciesinski

自何时起担任董事： 2017


The Marzetti Company	7	2026年代理声明


		目录

$\"marzetti-elliot-fullen.jpg\"$

ELLIOT K. FULLEN目前是Fullen Consulting Services的创始人，这是一家提供专业知识的咨询公司，为私募股权赞助商提供服务。他的公司专注于投资策略、并购尽职调查、运营管理整合以及投资组合公司的董事会治理。此前，Fullen先生曾在Hexion Inc.担任多个高管职务，这是一家国际化工和材料公司。他于2009年至2012年担任环氧树脂特种产品副总裁兼总经理；2007年至2009年担任企业战略与发展副总裁；2003年至2007年担任亚太地区总经理；1998年至2003年担任特种涂料副总裁兼总经理。在加入Hexion之前，他在Duracell International Inc.担任过工程师、企业财务和资金职务。

Fullen先生于2025年1月至2026年4月期间担任Fralock LLC董事会的执行主席，这是一家服务于航空航天、半导体和医疗行业的特种材料公司。他之前曾于2019年10月至2023年3月担任Airnov Healthcare Packaging董事会成员。2023年3月1日，Airnov被Colorcon Inc.收购。

Fullen先生在领导全球业务方面的丰富经验，以及他在多个行业中的战略和并购专长，使他能够为董事会提供宝贵的视角和见解。

Elliot K.

Fullen

自何时起担任董事： 2021

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ALAN F. HARRIS 自2007年起已退休，不再担任全职工作。2003年至2007年，他曾担任通用磨坊公司（一家食品产品公司）的执行副总裁兼首席营销与客户官，2000年至2003年担任通用磨坊公司国际事业部的执行副总裁兼总裁。在通用磨坊公司23年多的时间里，他在各种职位上积累了丰富的经验，拥有广泛的国内和国际零售食品行业经验，以及丰富的消费者营销专业知识。此外，哈里斯先生还具备许多有助于公司领导力的其他优良品质，包括强大的综合管理广度和经验以及显著的战略洞察力。

哈里斯先生在董事会的关键监督领域，包括战略规划、风险评估和产品开发方面做出了重要贡献。

Alan F.

Harris

自2008年起担任董事 2008

董事会主席


Marzetti公司	8	2026年委托书


		目录

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Zena Srivatsa Arnold 是消费包装商品、零售和科技行业中的市场营销和综合管理高管。她目前担任丝芙兰（Sephora）的首席营销官，负责所有市场营销和传播职能以推动业务增长，并自2023年6月起担任该职位。阿诺德女士还曾于2022年3月至2022年12月领导百事公司美国碳酸饮料业务，并曾担任金佰利公司（Kimberly-Clark）的首席数字与营销官，从2020年3月至2022年2月领导其全球市场营销部门。在此之前，阿诺德女士于2013年10月至2020年3月在谷歌工作了六年多，担任ChromeOS和Google Play产品的综合管理和市场营销职务。她职业生涯的早期在宝洁公司和通用磨坊公司度过，曾担任其旗下如玉兰油（Olay）、福来（Folgers）、派对小点（Pop-Tarts）等知名品牌的品牌和产品组合管理职务，负责现有业务、上游创新和消费者营销。阿诺德女士还担任EZCORP的非执行董事。她拥有俄亥俄州立大学的计算机科学学位。

阿诺德女士在消费包装商品、零售和科技行业中的高管领导能力和综合管理经验进一步加强了董事会在这些领域的专业知识。

Zena Srivatsa Arnold

自2023年起担任董事 2023


Marzetti公司	9	2026年委托书


		目录

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MICHAEL H. KEOWN 在消费品行业拥有 42 年经验，其中最后 21 年在大型上市公司以及较小的私营食品公司担任 CEO/C-Suite/董事会职务。他目前担任 Tanimura and Antle 董事会成员，该公司是新鲜农产品领域的领导者。2024 年 5 月至 2025 年 8 月，他曾担任 BEEUP, LLC 的顾问/CEO。他在 2024 年获得了国家公司董事协会授予的董事职务最高荣誉。在此之前，Keown 先生于 2021 年 12 月至 2022 年 9 月担任 Quinn Snacks（一家天然食品零食公司）的首席执行官。2019 年 8 月至 2021 年 12 月，他担任 Honey Stinger（一家运动营养品牌）的首席执行官。2012 年 3 月至 2019 年 5 月，他担任 Farmer Brothers（一家全国性咖啡烘焙商、批发商和咖啡、茶及烹饪产品分销商）的总裁、首席执行官和董事。Keown 先生于 2003 年至 2012 年 3 月在 Dean Foods Company 担任各种高管职务。在那段时间的大部分时间里，他任职于 Dean Foods 的子公司 WhiteWave Foods Company。Keown 先生从 The Coca-Cola Company 加入 Dean Foods，此前他在 The Minute Maid Company 担任过副总裁兼总经理。Keown 先生在 E&J Gallo Winery 和 The Procter & Gamble Company 担任过各种销售和营销职务，职责不断晋升，从而开始了他的职业生涯。他还担任过 Welch Foods Inc. 董事会成员。

Keown 先生在食品行业丰富的管理经验为董事会提供了宝贵的视角。

Michael H. Keown

董事任期： 2018

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GEORGE F. KNIGHT III 在担任化学公司 Hexion, Inc. 执行副总裁兼首席财务官（2016 年 1 月至 2022 年 5 月）后，已退休。在 Hexion 及其前身公司 Borden, Inc. 的 25 年任职期间，他担任了职责不断晋升的职务，包括并购副总裁、财务副总裁以及高级副总裁兼财务主管。Knight 先生此前在 Duracell, Inc. 担任过高层财务职务，并曾担任 Deloitte & Touche LLC 的高级审计经理。

董事会认为 Knight 先生在并购方面的专业知识以及深厚的财务知识，将有助于推动我们的业务发展，并为公司利益相关者创造价值。

George F. Knight III

董事任期： 2023


The Marzetti Company	10	2026 年代理声明


		目录

公司治理

董事会下设四个常设委员会：审计委员会、薪酬委员会、提名与治理委员会以及执行委员会。此外，董事会还采纳了一项公司治理计划，其中包括公司治理原则、行为准则和内幕交易政策。这些文件和董事会各委员会的章程均发布在公司的投资者网站 investors.marzetticompany.com/governance 上。

董事独立性

董事会和提名与治理委员会已审查并评估了与董事及董事提名人之间的交易和关系，以确定每位成员或提名人的独立性。董事会认为，其非雇员成员或提名人中没有任何人与公司存在可能妨碍其作为董事履行职责时行使独立判断的关系。董事会和提名与治理委员会已确定，董事会的大多数成员是“独立董事”，该术语的定义符合适用的纳斯达克全球精选市场（“Nasdaq”）上市标准。董事会已确认并确定，Arnold 女士和 Brasier 女士以及 Fox、Fullen、Harris、Hughes、Keown、Knight 和 Ostryniec 先生为独立董事。

董事会出勤情况

董事会每位成员均应尽合理努力出席董事会所有会议、所有适用委员会会议以及每次年度股东会议。在我们于 2025 年举行的虚拟年度股东大会时，当时的所有董事会成员均出席了会议，且现任董事会每位成员预计将出席 2026 年年度股东大会。董事会于 2026 财政年度共举行了十一次会议。每位董事在 2026 财政年度均至少出席了其担任委员的董事会及委员会的合计会议的 75%。

董事会领导结构 — 作为我们对强有力的问责制公司治理实践的持续承诺的一部分，提名与治理委员会定期审查董事会的领导结构，并综合考虑公司及其需求、市场惯例、董事会技能和经验、投资者反馈以及公司治理观点等因素。

Alan F. Harris 先生目前担任董事会主席（“Chairman”）。公司首席执行官 David A. Ciesinski 先生担任董事会董事。董事会认为，公司及其股东通过保留董事会灵活分配主席和首席执行官职责的能力，以任何符合公司最佳利益的方式在未来任何时间点行事，将获得最佳服务。根据公司的公司治理原则，当主席和首席执行官由同一人担任时，公司必须设有一位独立董事。如上所述，这些职位目前是分开的。

董事会的每个委员会均由独立董事担任主席。董事会认为，拥有强有力的独立主席和独立的委员会主席，能够在强有力的公司领导力和独立监督之间提供有效的平衡。通过其当前的构成和委员会结构，有效地维持了董事会的独立性和对管理层的监督。董事会致力于持续评估这一结构，以确保其促进有效的公司治理。


The Marzetti Company	11	2026 年代理声明


		目录

董事会风险监督职责 — 董事会与审计委员会、薪酬委员会及提名与治理委员会共同负责监督公司的风险管理。董事会全体成员定期从高级管理层成员处获取关键风险的概览。此外，薪酬委员会负责监督需要其专业知识的领域，例如与激励薪酬计划和政策相关的风险。提名与治理委员会监控对《公司治理原则》的遵守情况，并审查公司在企业社会责任方面的风险管理，包括可持续性和环境方面。

虽然董事会及其委员会负责监督公司的风险管理，但管理层负责公司风险的日常管理和缓解。我们认为这种职责划分反映了董事会和管理层在评估和管理风险方面的适当角色，且不影响董事会的领导结构。企业风险管理委员会（“ERM Committee”）由首席执行官、首席财务官、零售事业部总裁、餐饮事业部总裁、首席信息官、首席供应链官、内部审计高级总监、总法律顾问和助理总法律顾问组成，负责促进制定健全的政策、程序和做法以管理公司的重大风险，并向审计委员会报告 ERM Committee 活动的结果。ERM Committee 定期向审计委员会提供关于公司主要财务、诉讼和企业风险敞口的报告，包括与企业社会责任、信息安全、技术和网络安全风险相关的风险，以及管理层为监控和控制此类风险所采取的行动。

董事资格 — 提名与治理委员会寻找符合我们战略需求的候选人，这些候选人应保持最高的个人和职业操守、诚信与价值观，理解我们的业务，在应对以消费者为重点的上市公司所面临的关键业务、财务及其他挑战方面拥有多元化的背景和经验，通过种族、年龄、性别或其他方式贡献多元化的视角，并代表我们股东的长远利益。特别是，提名与治理委员会寻找在以下领域拥有经验的候选人：管理上市公司或其他大型组织；消费包装商品，特别是零售食品公司；投资银行或银行业；会计和金融；技术；供应链；以及零售/大众营销经验。每位董事均应代表所有股东，而非特殊利益集团或任何特定的股东群体。

公司治理原则 — 我们遵循一套公司治理原则，旨在促进良好的公司治理，并将董事会和管理层的利益与股东的利益保持一致。公司治理原则涉及董事会和公司的角色、组成、结构和职能。提名与治理委员会负责定期审查这些公司治理原则，并向董事会建议任何变更。

非竞争选举中的多数投票政策 — 根据我们的公司治理原则，在董事的非竞争选举（即提名人数不超过待选董事人数的选举）中，获得超过“反对”票数的“赞成”票的候选人，预计将立即辞去董事职务。提名与治理委员会将考虑每份提交的辞职信，并建议董事会是否接受或拒绝。在考虑提名与治理委员会的建议以及董事会认为适当的任何其他信息，并在选举结果认证后90天内，董事会将采取行动接受或拒绝每份提交的辞职信，并迅速披露其决定。

如果董事的辞职被拒绝，董事会将披露其决定的原因，该董事将继续担任其剩余任期，直到其继任者被正式选举产生，或直到其提前死亡、辞职或被免职。如果董事的辞职被接受，董事会可自行决定填补由此产生的空缺或减少董事会规模，在每种情况下，均须符合公司修订和重述的章程细则所允许的范围。


The Marzetti Company	12	2026 代理声明


		目录

根据本政策提交辞职的任何董事不得参与提名与治理委员会的建议或董事会关于是否接受或拒绝该辞职的建议的行动。

行为准则 — 公司已采纳行为准则，告知公司董事和员工对公司的法律和道德义务，并设定了高标准的商业行为准则。行为准则适用于所有员工，并在适用时适用于公司的董事。公司旨在通过在投资者.marzetticompany.com/governance 网站上发布此类信息，来满足关于公司行为准则任何修订或豁免的 8-K 表格第 5.05 项披露要求（包括 S-K 规则第 406(b) 项下列出的标准），这些条款适用于公司的主要执行官、主要财务官、主要会计官或主计长，或履行类似职能的人员。

与董事会沟通 — 董事会任何成员均可通过写信联系：董事会，收件人：公司秘书办公室，The Marzetti Company，380 Polaris Parkway, Suite 400, Westerville, Ohio 43082。董事们已要求公司秘书作为其代理处理收到的任何通信。所有与董事会及其委员会职责范围相关的事务通信都将转交给董事会。与董事会一个委员会职责相关的事务通信将转交给该委员会的主席。与日常业务事务相关的通信不在董事会职责范围内，将转交给公司相应的官员。招揽、广告材料以及琐碎或不适当的通信将不予转交。


The Marzetti Company	13	2026 代理声明


		目录

董事会委员会与会议

审计委员会

董事会已设立审计委员会（“审计委员会”），目前由 Brasier 女士、Fullen 先生、Harris 先生、Knight 先生和 Ostryniec 先生组成。Brasier 女士担任审计委员会主席，自 2023 年 6 月起担任此职。董事会确定，审计委员会的每位成员在过去三年中均未参与编制公司财务报表，符合纳斯达克独立要求，且 Brasier 女士和 Harris 先生、Knight 先生符合“审计委员会财务专家”的资格，该定义见 Regulation S-K 的 Item 407(d)(5)。关于评估 Brasier 女士和 Harris 先生、Knight 先生是否符合“审计委员会财务专家”资格的问题，董事会考虑了他们的商业经验和背景等因素。审计委员会的职责包括至少每季度审查关于公司及其子公司的财务信息（包括外部和内部信息），以确保（i）公司及其子公司的整体审计范围令人满意且适当，能够保护股东免受不当风险，以及（ii）已设计并实施了充分的公司内部财务控制系统，并得到有效维护。此外，审计委员会对任命、薪酬、留任和监督公司独立注册公共会计师事务所或独立审计师拥有独家权限和直接责任。此外，作为其职责的一部分，审计委员会已采取程序以接收和处理公司收到的关于会计、内部控制和审计问题的投诉。此类投诉应发送至公司秘书办公室，地址为 The Marzetti Company，380 Polaris Parkway, Suite 400, Westerville, Ohio 43082。审计委员会每年审查审计委员会章程，并每年评估审计委员会的绩效。审计委员会有权组建并授权下属委员会，视情况而定。审计委员会章程已于 2025 年 8 月更新，以反映当前的 SEC、PCAOB 和 Sarbanes-Oxley 要求，并就委员会审查非 GAAP 指标以及非审计服务预批所需的文件提供更清晰的说明。审计委员会在 2026 财政年度召开了四次会议。

薪酬委员会

董事会已设立薪酬委员会（“薪酬委员会”），目前由 Brasier 女士、Fox 先生、Keown 先生和 Ostryniec 先生组成。Ostryniec 先生担任薪酬委员会主席，自 2023 年 1 月起担任此职。董事会已确定，在 2026 财年期间担任薪酬委员会的每位成员均符合纳斯达克独立性要求。薪酬委员会的职责包括：每年确定首席执行官和其他关键执行人员的薪酬，并审查和批准与其活动相关的目标和宗旨；审查和批准首席执行官关于公司其他执行人员薪酬的建议；审查和批准邀请潜在执行人员加入公司的要约；审查和批准津贴政策；审查和批准执行人员的雇佣协议、控制权变更协议、遣散或留任计划或协议，以及执行人员的遣散或终止付款；直接负责保留、补偿和监督独立的薪酬顾问及其他顾问；监督与薪酬相关的合规性；建立和评估绩效目标及此类目标的实现水平；审查并就直接薪酬、基于股权的薪酬和退休金计划提供意见；管理基于股权的薪酬计划并批准股权奖励；向董事会报告其活动；与管理层审查和讨论薪酬讨论与分析；确定是否建议董事会将薪酬讨论与分析纳入公司的 10-K 表年度报告和委托书；为纳入公司的 10-K 表年度报告和委托书准备薪酬委员会报告；考虑咨询性“薪酬表决”和“频率表决”的结果；定期审查董事薪酬，并将其与其他可比公司进行比较，并根据薪酬委员会认为适当的其他事实进行调整；每年审查薪酬委员会章程；以及每年评估薪酬委员会的绩效。


The Marzetti Company	14	2026 Proxy Statement


		目录

薪酬委员会根据于 2025 年 8 月修订的章程运作。该章程现赋予薪酬委员会将其任何职责委托给薪酬委员会成员的子委员会的权力，视情况而定。有关薪酬委员会流程和程序的更多信息，请参阅下文“薪酬讨论与分析”和“董事薪酬”下的讨论。薪酬委员会在 2026 财年期间举行了四次会议。

提名与治理委员会

董事会已设立提名与治理委员会（“提名与治理委员会”），目前由福克斯先生、富伦先生、哈里斯先生和基恩先生组成。福克斯先生担任提名与治理委员会主席。董事会已确定，提名与治理委员会的每位成员均符合纳斯达克独立要求。提名与治理委员会的职责包括根据我们公司治理原则中所述事实，识别并提名董事会候选人参选公司董事，协助董事会确定每位董事或高管是否符合纳斯达克独立要求，防止、减少或消除可能的利益冲突，监督董事培训与入职培训，鼓励并报告董事出席年度股东大会，并定期审查董事会委员会结构、委员会章程、公司治理原则以及公司持股政策，并向董事会建议任何必要的变更。提名与治理委员会还审查公司关于企业社会责任、可持续发展事务及环境方面的政策和活动。提名与治理委员会已审查公司治理原则，认为其范围和应用是可接受的，并已就此向董事会报告。提名与治理委员会根据于2025年8月修订的章程运作。在2026财年，提名与治理委员会召开了六次会议。

提名与治理委员会使用各种来源识别董事会候选人，包括公司高管、现任董事会成员和独立的第三方猎头公司。提名与治理委员会还考虑股东推荐的董事候选人提名，前提是符合提名与治理委员会章程及公司修订及重述的公司章程和修订及重述的法规中概述的测试和标准。公司修订及重述的法规第2.03节授权股东在满足其中规定的条件时进行董事提名，包括提供提前通知、某些个人背景信息，以及由拟议候选人签署的书面声明，同意在代理声明中被列为被提名人，如果当选，将担任董事。股东向提名与治理委员会推荐一名或多名候选人的建议，通常必须在股东提议被推荐候选人参选的会议召开前60至90天内送达公司的公司秘书处。

提名与治理委员会尚未为提名的董事会成员建立具体的最低资格或标准，但它会评估每位候选人的全部资历，认为如果董事们能带来多样化的经验和背景，并展现出道德价值观、个人正直、良好的商业声誉、财务敏锐度、有效运用稳健商业判断力的声誉、战略规划能力、关注董事会成员职责的兴趣、管理上市公司或其他大型组织的经验、消费品（特别是零售食品公司）、投资银行或银行业务、会计与金融、供应链、零售或大众营销、制造流程、技术或其他候选人的才华能够有助于董事会有效履行职责的领域，将最有利于公司。提名与治理委员会对每位董事会成员候选人的评估方式与流程相同，无论候选人的提名来源如何。提名与治理委员会有权组建并授权子委员会，视情况而定。


The Marzetti Company	15	2026 代理声明


		目录

执行委员会

董事会已设立执行委员会（“执行委员会”），目前由 Gerlach 先生、Fox 先生和 Harris 先生组成。没有特定的董事担任执行委员会主席。执行委员会根据董事会于 2008 年 2 月通过的决议运作。执行委员会在管理公司业务和事务时行使董事会的权力和职权（除适用法律、公司修订及重述章程或修订及重述法规或董事会限制性决议明确禁止的任何权力或职权外），但执行委员会仅在董事会会议间隔期间行事。此外，执行委员会的所有行动必须在下一次董事会会议上报告。执行委员会在 2026 财政年度内未举行会议。


The Marzetti Company	16	2026 代理声明


		目录

某些受益所有人的持股情况

截至 2026 年 9 月 14 日，以下股东直接或间接拥有超过已发行普通股 5% 的受益所有权：

受益所有人的姓名和地址

受益所有权的性质

受益所有权的数量

类别百分比

(1)

John B. Gerlach, Jr.(2)

直接和间接

7,510,327

27.5%

c/o The Marzetti Company
380 Polaris Parkway, Suite 400
Westerville, Ohio 43082

Dareth A. Gerlach(3)

直接和间接

5,928,561

21.7%

c/o The Marzetti Company
380 Polaris Parkway, Suite 400
Westerville, Ohio 43082

John B. Gerlach Trust A-1(2)

直接

5,737,602

21.0%

c/o The Marzetti Company
380 Polaris Parkway, Suite 400
Westerville, Ohio 43082

BlackRock, Inc.(4)

直接和间接

2,586,026

9.5%

50 Hudson Yards
New York, NY 10001

Vanguard Portfolio Management(5)

直接和间接

1,402,556

5.1%

100 Vanguard Blvd.
Malvern, PA 19355

(1)百分比基于截至2026年9月14日已发行27,290,749股。

(2)Gerlach先生合计拥有7,510,327股。其中包括：(i) Gerlach先生的配偶直接持有的316,387股或作为受托人持有的股份，其配偶对这些股份拥有单独的投票和处置权。Gerlach先生声明不拥有这些股份的所有权；(ii) John B. Gerlach Trust A-1持有的5,737,602股，Gerlach先生是受托人，无权投票或处置这些股份，其母亲Dareth A. Gerlach是拥有单独投票和处置权的特别受托人。Gerlach先生声明不拥有这些股份的所有权；(iii) John B. Gerlach Taxable Trust U/A dtd. 2/23/74（经修订）持有的137,430股，Gerlach先生是受托人，无权投票或处置这些股份，其母亲Dareth A. Gerlach是拥有单独投票和处置权的特别受托人。Gerlach先生声明不拥有这些股份的所有权；(iv) Gerlach先生作为受托人或保管人持有的211,039股，他拥有单独的投票和处置权。Gerlach先生声明不拥有这些股份的所有权；(v) 家族公司持有的4,167股。Gerlach先生对这些股份拥有共同投票和处置权；(vi) Gerlach Foundation Inc.（一家私人慈善基金会）持有的242,236股，Gerlach先生对这些股份拥有共同投票和处置权。Gerlach先生声明不拥有这些股份的所有权；以及(vii) Lehrs, Inc.持有的620,122股，这是一家由Fox Foundation, Inc.、Gerlach Foundation, Inc.和The FG Foundation拥有的营利性公司。Gerlach先生和Fox先生担任The FG Foundation的受托人，该基金会是一家公共慈善基金会的支持性基金会。Gerlach先生和Fox先生各自对Lehrs, Inc.持有的股份拥有共同投票和处置权，并各自声明不拥有这些股份的所有权。

(3)包括John B. Gerlach Trust A-1持有的5,737,602股和John B. Gerlach Taxable Trust U/A持有的137,430股。Gerlach先生是这些信托的受托人，无权投票或处置这些股份，其母亲Dareth A. Gerlach是拥有单独投票和处置权的特别受托人。这些股份也包含在上表中Gerlach先生持有的股份总数内。Gerlach先生声明不拥有这些股份的所有权，所有这些股份也已在脚注2中报告。

(4)BlackRock, Inc. filed a Schedule 13G/A with the SEC on January 24, 2024 indicating that, as of December 31, 2023, BlackRock, Inc. has sole voting power with respect to 2,539,697 shares and sole dispositive power with respect to 2,586,026 shares.

(5)Vanguard Portfolio Management filed a Schedule 13G with the SEC on July 31, 2026 indicating that, as of June 30, 2026, Vanguard Portfolio Management has sole voting power with respect 17,879 shares and sole dispositive power with respect to 1,402,556 shares.


The Marzetti Company	17	2026 Proxy Statement


		Table of Contents

The following information indicates the beneficial ownership of outstanding Common Stock as of September 14, 2026 by all executive officers and directors of the Corporation as a group, each individual director, each individual director nominee, and each NEO in the 2026 Summary Compensation Table:

Name of Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percent of Class(1)

Zena Srivatsa Arnold

1,369

Tanya Berman

2,983

Kristin J. Bird

6,285

Barbara L. Brasier

3,739

David A. Ciesinski

59,522

Robert L. Fox

974,366

(2)

3.6

Elliot K. Fullen

5,972

John B. Gerlach, Jr.

7,510,327

(3)

27.5

Alan F. Harris

24,473

(4)

Gregory L. Hughes

—

Michael H. Keown

4,266

George F. Knight III

1,444

Robert P. Ostryniec

7,793

Thomas K. Pigott

18,011

Luis Viso

1,047

All executive officers and directors as a group (16 persons)

8,001,475

(5)

29.3

*Less than 1%

(1)Individual percentages and group percentage based upon 27,290,749 shares outstanding as of September 14, 2026.

(2)Mr. Fox beneficially owns 974,366 shares in the aggregate. This includes: (i) 53,273 shares held directly by Mr. Fox’s spouse. Mr. Fox disclaims beneficial ownership of all of these shares; (ii) 8,599 shares held by Mr. Fox as trustee for which he has the sole power to vote and dispose of the shares; (iii) 46,720 shares held by the Fox Foundation Inc., a private charitable foundation for which Mr. Fox shares the power to vote and dispose of the shares. Mr. Fox disclaims beneficial ownership of all of these shares; and (iv) 620,122 shares held by Lehrs, Inc., a for profit corporation that is owned by the Fox Foundation, Inc., Gerlach Foundation, Inc. and The FG Foundation. Messrs. Fox and Gerlach serve as trustees of The FG Foundation, which is a supporting foundation of a public charitable foundation. Messrs. Fox and Gerlach each have shared power to vote and dispose of the shares held by Lehrs, Inc., and each disclaims beneficial ownership of all of those shares.

(3)See the footnote for Mr. Gerlach in the beneficial ownership table listed previously within this Proxy Statement.

(4)Includes 24,473 shares held as trustee for which Mr. Harris has the sole power to vote and dispose of these shares.

(5)For purposes of this calculation, the 620,122 shares held by Lehrs, Inc. have only been counted once.


The Marzetti Company	18	2026 Proxy Statement


		Table of Contents

Compensation Discussion and Analysis

In this section, we discuss the principles underlying our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. We provide qualitative information regarding the manner and context in which compensation is awarded to and earned by our NEOs to give perspective to the data we present in the compensation tables below, as well as the narratives that follow the tables.

Executive Officers

The following table indicates the names and ages of all of the executive officers of the Corporation as of the end of fiscal 2026 and all positions and offices held by each such person and each person’s principal occupation or employment during the past five years at minimum. The executive officers are appointed annually by the Board.


Name	Principal Occupation	Age	Executive Officer Since

David A. Ciesinski	Chief Executive Officer of the Corporation since 2017; President of the Corporation since 2016; President of T. Marzetti Company, a subsidiary of the Corporation, since 2016	60	2016
Thomas K. Pigott	Chief Financial Officer, Vice President and Assistant Secretary of the Corporation since 2019; Vice President, Finance and Chief Financial Officer of MGP Ingredients, Inc. from 2015 to 2019	61	2019
Tanya Berman (1)	President, Retail Division of T. Marzetti Company, a subsidiary of the Corporation, since April 2025; Senior Vice President of Mondelez, leading the company’s U.S. portfolio of cookie and cracker brands, from 2022 to April 2025; Vice President of Mars Wrigley Confectionary, leading the Chocolate Business Unit, from 2015 to 2022.	62	2025
Kristin J. Bird	President, Foodservice Division of T. Marzetti Company, a subsidiary of the Corporation, since 2019; General Manager of Basic American Foods from 2018 to 2019; Vice President and Senior Vice President, Foodservice Channel Development of Tyson Foods from 2008 to 2018	55	2019
Luis Viso	Chief Supply Chain Officer of T. Marzetti Company, a subsidiary of the Corporation, since 2023; Executive Vice President, Global Operations of Monster Energy Company from 2018 to 2023; Chief Operating Officer of Diamond Crystal from 2016 to 2018	66	2023

(1)On October 5, 2026, the Corporation announced that Tanya Berman is no longer serving in this role effective October 6, 2026. The Corporation expects that Ms. Berman will remain an employee of the Company until December 31, 2026. The Corporation expects to enter into a severance agreement with Ms. Berman in connection with her separation from the Corporation. The details of the severance agreement have not been determined at this time. The Corporation will provide a description of such severance agreement in a future filing with the Securities and Exchange Commission following its execution.

Our only executive officers during fiscal 2026 were Mses. Berman and Bird along with Messrs. Ciesinski, Pigott and Viso.

Executive Summary

During fiscal 2026, we continued the three-pillar growth strategy we believe will best increase long-term shareholder value: (1) accelerate our base business growth; (2) simplify our supply chain to reduce our costs and grow our margins; and (3) expand our core business with our Retail licensing program and complementary mergers and acquisitions.


The Marzetti Company	19	2026 Proxy Statement


		Table of Contents

On May 1, 2026, we completed the acquisition of Bachan’s, Inc. (Bachan’s), the fast-growing Japanese Barbecue Sauce brand known for its delicious, authentic, clean-label products. The transaction reinforces Marzetti’s expanding position in the sauce category and is expected to provide additional opportunities for growth through our retail and foodservice distribution network, supply chain capabilities, and culinary expertise.

During fiscal 2026, we achieved the following financial results (as compared to fiscal 2025, where applicable):

•Consolidated net sales increased 1.1% to $1.93 billion.

◦Retail segment net sales reached $1,002.8 million, a decrease of 0.1% from the prior year, due to a decline in sales volumes as partially offset by the incremental sales from Bachan’s and some inflationary pricing. Sales highlights for the current-year period included continued strong growth for our category-leading New York BakeryTM frozen garlic bread products and expanding distribution for our recently introduced Texas Roadhouse® dinner rolls. Retail segment sales volumes, measured in pounds shipped, decreased 1.9%.

◦Foodservice segment net sales increased 2.4% to a record $927.1 million driven by increased demand from several of our national chain restaurant account customers, the benefit of inflationary pricing, and higher sales attributed to a temporary supply agreement (TSA) that concluded during the quarter ended March 31, 2026. Excluding all sales attributed to the TSA, Foodservice segment net sales increased 1.7% while the segment’s sales volumes improved 0.3%.

•Fiscal 2026 operating income increased $18.4 million or 8.3% to $238.7 million due to an increase in gross profit and a favorable year-over-year change in Restructuring, Impairment and Other, which were partially offset by higher SG&A expenses. Gross profit increased $21.6 million driven by our cost savings programs. Restructuring, Impairment and Other items added $16.0 million to fiscal 2026 operating income driven by an $18.5 million gain on the sale of our property in Milpitas, California, the former location of the sauce and dressing facility that we closed in fiscal 2026. In the prior-year period, Restructuring, Impairment and Other items accounted for a net expense of $5.1 million, driven by $4.5 million in restructuring and impairment charges attributed to the Milpitas plant closure plan. SG&A expenses increased $24.4 million, including $14.5 million in Bachan’s acquisition transaction costs and $4.8 million in incremental core SG&A expenses for Bachan’s.

•Note that fiscal 2025 income before income taxes includes the impact of a $14.0 million noncash settlement charge resulting from our decision to terminate all the Corporation’s legacy pension plans.

•Net income and net income per common share (fully diluted) increased 14.5% and 15.0%, respectively, as impacted by the factors described above.

•Fiscal 2026 cash flows from operating activities reached a record-high $283.8 million, and we completed the year with a cash balance of $25.1 million and outstanding debt of $200 million after acquiring Bachan’s for approximately $400 million.

•Return on beginning shareholders’ equity was 19.2%. Return on capital was 17.9%.

•The company paid cash dividends to shareholders totaling a record-high $108.8 million and repurchased $36.3 million of common stock.

Executive Compensation Program Philosophy and Objectives

The primary objective of our key executive compensation program is to reward our NEOs for their efforts in:

•attaining market or above-market financial results;

•achieving our strategic goals; and

•increasing long-term shareholder value.


The Marzetti Company	20	2026 Proxy Statement


		Table of Contents

As a result, our executive compensation philosophy is focused on “pay for performance.”

For the Corporation, a “pay for performance” philosophy means providing competitive compensation outcomes when performance meets our expectations, but also realizing that results above or below our expectations may result in above-market or below-market compensation outcomes. To further this philosophy, we have designed our executive compensation program to:

•motivate our NEOs to achieve superior financial and operational performance;

•align our NEOs’ compensation interests with our goal of creating long-term shareholder value; and

•attract and retain key executive talent.

We believe our executive compensation program should promote long-term shareholder value and should not be overly influenced by the short-term performance of our stock. In our experience, salary, annual cash incentive awards and long-term equity-based awards, as the primary elements of our executive compensation program, are the best vehicles to align our executives’ interests with our goal of promoting long-term shareholder value. We also understand our executive compensation programs provide a starting point, or baseline of comparison, for the compensation we pay to our other employees. For this reason, we believe our executive compensation program should strike an appropriate balance among rewards, incentives and expectations.

Executive Compensation Program Overview

% OF FY26 PAY MIX

Element

Form

Purpose

Metrics

Time-Period

CEO

Other NEOs

Base Salary

Cash

To attract and retain and to provide a steady source of annual cash income

—

1-Year

Annual Incentive Plan (“AIP”)

Cash

To incentivize for certain annual financial and individual objectives

75% Financial
(70% Adj. Operating Income, 30% Adj. Net Sales)

1-Year Performance Period

25% Personal

Long-Term Incentive Plan (“LTIP”)

Performance Share Units (“PSUs”)

To incentivize for certain long-term financial performance objectives and drive long-term shareholder value

27.5% Net Sales Growth

3-Year Performance Period

27.5% Relative Total Shareholder Return (“rTSR”) vs. S&P 1500 Packaged Foods & Meats Index

3-Year Performance Period

Restricted Stock Units
(“RSUs”)

To align executives’ interests with shareholders and promote retention

45% Time-based

3-Year Cliff Vest

The above data in the Pay Mix columns shows that most of the compensation provided to Mr. Ciesinski and the other NEOs is annual and long-term incentives, which we think serves to focus their attention on achieving strong financial and long-term shareholder returns.


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We have developed a series of “What We Do” and “What We Don’t Do” principles in connection with our executive compensation program. These principles are summarized in the table below.

Executive Compensation Practices at a Glance


What We Do		What We Don’t Do
•DO align pay with performance by linking incentive compensation to the achievement of performance goals tied to the Corporation’s strategic objectives and financial metrics		•NO guaranteed cash incentives, equity compensation or salary increases
•DO conduct annual compensation review and approval of our compensation philosophy and strategy		•NO compensation or incentives that encourage unnecessary or excessive risk taking
•DO cap payouts for annual incentive and performance-based equity awards at 200% of target		•NO acceleration of PSUs without regard to performance goals
•DO maintain robust stock ownership guidelines for executive officers and directors		•NO executive pension plans or post-retirement health coverage for our NEOs
•DO require double-trigger change-in-control vesting provisions		•NO single trigger acceleration of equity awards upon a change-in-control
•DO pay a substantial portion of executive compensation in the form of at-risk equity grants		•NO significant or excessive perquisites for NEOs
•DO appoint a Compensation Committee consisting solely of independent directors		•NO pledging our securities by directors, executive officers or other employees as collateral for a loan
•DO use an independent compensation consultant engaged by our Compensation Committee		•NO hedging or derivative transactions by our directors, NEOs or other employees involving our securities
•DO have a majority of executive compensation at risk based on corporate performance		•NO tax gross ups

While these broad concepts generally govern our executive compensation program, we also account for specific factors particular to each executive officer when making individual compensation decisions, which we describe in detail below. These factors include the executive’s range of responsibilities and related performance measures and other individual factors affecting each executive’s performance. We also engage in an annual competitive compensation review of our executive compensation levels relative to amounts paid to executive officers with similar responsibilities in similarly situated companies, but we do not specifically benchmark compensation against percentiles or ranges of compensation provided by such companies.

At our 2025 Annual Meeting, our executive compensation program received approval from 97.1% of our shareholders casting votes on the matter, indicating strong shareholder support for the Compensation Committee’s executive compensation decisions and policies. There are many factors contributing to the Compensation Committee’s decision on whether to make significant changes to our compensation mix, including shareholder approval, peer group actions, target pay levels, performance metrics, and other compensation policies. The Compensation Committee will continue to consider results from future shareholder advisory votes in its ongoing evaluation of our executive compensation programs and practices.


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Compensation Administration and Consultant

The Compensation Committee reviews and determines the compensation for our NEOs. The compensation we paid our NEOs for fiscal 2026 is disclosed in detail in the tables and narratives below under the heading “Executive Compensation.” Our Compensation Committee is also responsible for, among other duties, structuring and administering the compensation programs and plans in which our NEOs participate.

During fiscal 2026, the Compensation Committee retained the services of an independent executive compensation consultant, Pay Governance LLC (“Pay Governance”). Pay Governance reports directly to the Compensation Committee and did not provide any other types of service to the Corporation during fiscal 2026. The Compensation Committee believes there were no conflicts of interest between Pay Governance and the Compensation Committee during fiscal 2026. In reaching this conclusion, the Compensation Committee considered the compensation consultant independence factors set forth in Rule 10C-1(b)(4) of the Exchange Act.

Pay Governance provides independent compensation advisory services to the Compensation Committee to fulfill the obligations outlined in its Charter.

Executive Compensation Peer Group

Over time, the Compensation Committee has worked to include peer companies with the following characteristics:

•annual revenues, market cap, and enterprise value within a reasonable range of the Corporation; and

•companies primarily competing in the Packaged Foods and Meats category and other related categories.

For fiscal 2026, we used the following peer group (the “2026 Peer Group”) to determine competitive pay levels for input into the Compensation Committee’s decision-making process:


	B&G Foods, Inc.		Cal-Maine Foods, Inc.
	Flowers Foods, Inc.		J&J Snack Foods Corp.
	John B. Sanfilippo & Son, Inc.		Lamb Weston Holdings, Inc.
	McCormick & Company, Incorporated		Post Holdings, Inc.
	SunOpta Inc.		The Hain Celestial Group, Inc.
	The Simply Good Foods Company		Tootsie Roll Industries, Inc.
	Treehouse Foods, Inc.		Utz Brands, Inc.
	WK Kellogg Co

Sovos Brands was removed for fiscal 2026 following its acquisition by Campbell Soup Company.

As of the date on which the 2026 Peer Group was evaluated for purposes of providing input with respect to fiscal 2026 compensation, our Corporation had the following financial characteristics compared to the Peer Group: our net sales were at the 48th percentile; market cap was at the 76th percentile; and total enterprise value was at the 73rd percentile. Total enterprise value is defined as market cap plus long-term debt, less cash.


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Compensation Processes, Procedures and Comparison to Peer Group

Generally, our Compensation Committee establishes salaries for the current fiscal year and annual cash incentive award payouts for the prior fiscal year at its regularly scheduled August meeting. Historically, at this meeting, our Compensation Committee reviews the elements of each NEO’s total compensation during the previous fiscal year. Our CEO then makes compensation recommendations to our Compensation Committee with respect to the members of senior management who report to him, but those executives are not present in the meeting during compensation deliberations.

The Compensation Committee Chairperson then makes compensation recommendations in executive session to our Compensation Committee with respect to our CEO, who is absent from the meeting at that time. Our Compensation Committee also reviews our NEOs’ compensation along with that offered to executive officers employed by companies in our peer group, as prepared by Pay Governance.

Our Compensation Committee may accept or adjust the recommendations it receives in establishing the final compensation for each NEO. In general, when setting each component of compensation for our NEOs, our Compensation Committee considers the following performance factors:

•our previous year’s operating results and achievement of our performance objectives;

•the relative value of the executive’s unique skills, competencies and institutional knowledge, including time in current position;

•the executive’s performance of his or her responsibilities; and

•the executive’s contribution toward our long-term strategic objectives and our goal of creating long-term shareholder value.

We believe the total target compensation for our NEOs for fiscal 2026 was in line with market compensation paid for executives holding similar positions in our 2026 Peer Group based on the Compensation Committee’s general understanding of current compensation practices in our competitive market.

Primary Elements of Compensation

As noted, we have established executive compensation objectives primarily focused on helping to create long-term shareholder value. We believe we can best achieve our executive compensation program objectives by offering competitive short-term cash compensation combined with appropriate long-term equity-based compensation tied to our operating results and our achievement of incremental shareholder value. To this end, the primary elements of our executive compensation program are salary, annual cash incentive awards and long-term equity-based incentive awards, which are described in detail below. Generally, we look at our NEOs’ compensation arrangements in total when establishing salaries, annual cash incentive awards and long-term equity incentive awards.

Salaries. We provide our NEOs with annual salaries to attract and retain the executives. We establish salaries to reward our NEOs for their overall level of expertise, responsibilities, experience and other factors unique to each individual executive officer, as determined by our Compensation Committee.

For fiscal 2026, the amount of each continuing NEO’s salary increase expressed as a percentage of such officer’s fiscal 2025 salary was as follows: Mr. Ciesinski, 2.6%; Mr. Pigott, 4.2%; Ms. Berman, 0.7%; Ms. Bird, 6.1%; and Mr. Viso, 3.0%. The salary increases were effective as of July 1, 2025, the beginning of the 2026 fiscal year. The lower salary increase for Ms. Berman reflects the impact of her April 2025 start date.


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Annual Cash Incentive Awards. We also provide our NEOs with annual cash incentive awards based on the 2026 AIP designed to motivate them to help achieve our annual financial goals. The annual cash incentive award represents a performance-based, variable and “at-risk” cash component of compensation for each NEO. Under this program, our NEOs were each provided the opportunity to earn an annual cash incentive payment for fiscal 2026 based on achievement of certain financial and individual objectives. We granted these awards to our NEOs because of their overall responsibilities for achieving annual financial and operating results and driving the creation of long-term shareholder value. An annual cash incentive payment, if earned, is made early in the following fiscal year. Annual cash incentive payments earned by our NEOs for fiscal 2026 appear in the “Non-Equity Incentive Plan Compensation” column of our 2026 Summary Compensation Table.

The target 2026 AIP, expressed as a percentage of salary, was as follows for each NEO:

•Mr. Ciesinski – 125% of salary

•Mr. Pigott – 80% of salary

•Ms. Berman – 70% of salary

•Ms. Bird – 70% of salary

•Mr. Viso – 70% of salary

The 2026 AIP provided rewards for the achievement of two key financial metrics: Adjusted Net Sales and Adjusted Operating Income and personal objectives developed for each NEO. Adjusted Net Sales and Adjusted Operating Income are non-GAAP financial measures. See Appendix A for additional information on these non-GAAP measures, as well as reconciliations to reported net sales and reporting operating income, respectively, under GAAP. The financial performance metrics were weighted as 75% of the total incentive and the achievement of personal objectives was weighted as 25%.

All participants have a significant weighting in consolidated financial outcomes, which promotes teamwork and cooperation across business units and with the corporate functional groups. The personal objectives are designed to drive personal responsibilities, and most personal objectives, if achieved, are expected to have a positive impact on current and future financial outcomes.

Adjusted Operating Income is weighted 70% and Adjusted Net Sales is weighted 30%, reflecting the importance our Compensation Committee places on each metric. At the beginning of the 2026 fiscal year, the Compensation Committee set the following targets, thresholds and maximums for corporate Adjusted Net Sales and Adjusted Operating Income:

FISCAL YEAR 2026 CORPORATE AIP PERFORMANCE METRICS ($ IN MILLIONS)


	Adjusted Net Sales	Percentage of Target		Adjusted Operating Income	Percentage of Target
	($)	(%)		($)	(%)

Threshold	1,837.2		95		214.5	90
Target	1,933.9		100		238.4	100
Maximum	2,030.6		105		262.2	110

Payouts to our NEOs are 20% of target opportunities at threshold and 200% at maximum.


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When establishing these performance goals, the Committee considered the 2026 fiscal year business plan, peer company historical and projected performance, and micro/macro economic conditions to ensure that the target performance goals were rigorous and the maximum performance goals represented a reasonable degree of stretch performance. At the time the Compensation Committee set the above performance metrics and targets for payouts to our NEOs, it also determined to make certain adjustments to the Corporation’s net sales and operating income, as reported under United States generally accepted accounting principles, to account for unplanned activities and unusual costs not associated with the results of operations. Such adjustments were made in fiscal 2026 for net sales from a temporary supply agreement in connection with an acquisition; net sales and operating loss attributed to Bachan’s, which was acquired May 1, 2026; restructuring, impairment and other, net; and acquisition-related SG&A expenses. The Compensation Committee felt these adjustments were appropriate as they were not included in the fiscal 2026 net sales and operating income goals.

FISCAL YEAR 2026 ADJUSTED FINANCIAL RESULTS ($ IN MILLIONS)


Performance Measure		Corporate		Percentage of Target
	($)		(%)

Net Sales:	Reported FY 2026 Results	1,929.8
	Adjusted Net Sales for 2026 AIP Purposes (1)	1,894.0			97.9
Operating Income:	Reported FY 2026 Results	238.7
	Adjusted Operating Income for 2026 AIP Purposes (1)	237.9			99.8

(1)The Compensation Committee excluded Bachan’s operating results for purposes of calculating 2026 AIP performance measures. Therefore, Adjusted Net Sales and Adjusted Operating Income for purposes of AIP are non-GAAP financial measures that do not align with our Form 10-K Adjusted Net Sales and Adjusted Operating Income. See Appendix A for additional information on these non-GAAP measures, as well as reconciliations to reported net sales and reporting operating income, respectively, under GAAP.

We compared these adjusted results to the thresholds, targets and maximums set previously and accounted for the various weighting factors related to the 2026 AIP, including:

•the weighting between operating income and net sales (70%/30%, respectively); and

•the overall weighting between financial and personal performance factors (75%/25%, respectively).

Specifically, the above outcomes resulted in a payout on Adjusted Net Sales of 67.0% of target and a payout on Adjusted Operating Income of 98.4% of target. Overall financial performance was 89.0% of target.

We then calculated a personal performance outcome for each of our NEOs participating in the 2026 AIP. This personal performance outcome was based on objective criteria designed to support our overall financial goals and was weighted at 25% of the total annual incentive opportunity. In general, payout opportunities for personal performance lie between 0% at minimum, 20% at threshold and 200% at maximum, identical to the financial performance payout opportunities. For fiscal 2026, the personal performance outcomes for our NEOs ranged from 90% to 110%.

Finally, we added the financial and personal performance factors together and multiplied by each NEO’s total target incentive to derive a total annual incentive payout for the 2026 AIP. We believe the outcomes fairly represent the financial performance of the Corporation and the achievements of our NEOs in achieving their personal performance goals and objectives. As a result of this performance, Mr. Ciesinski received a total annual incentive payout of $1,146,750; Mr. Pigott received a total annual incentive payout of $483,548; Ms. Berman received a total annual incentive payout of $336,703; Ms. Bird received a total annual incentive payout of $350,851; and Mr. Viso received a total annual incentive payout of $339,735.


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Long-Term Equity-Based Incentive Awards. Our fiscal 2026 long-term incentive plan (“2026 LTIP”) reflects the following objectives:

•Drive performance;

•Correlate with shareholder value creation;

•Promote retention; and

•Ensure a competitive compensation design and reward structure.

The current long-term equity-based incentive program consists of PSUs and time-based RSUs. The PSUs are earned based on two financial/shareholder performance measures calculated after a three-year performance period:

•Net sales growth; and

•Relative total shareholder return (“rTSR”) versus the S&P 1500 Packaged Foods & Meats Index.

The PSUs and RSUs are designed to meet the following major objectives:

•PSUs – net sales growth – to drive long-term increases in the Corporation’s net sales over a three-year performance period which, in turn, are thought to drive increases in long-term shareholder value

•PSUs – rTSR – to focus attention on achieving long-term total shareholder returns over a three-year measurement period in excess of those achieved by competitors which may represent alternative investments for shareholders

•RSUs – to promote retention for senior executives driven by a three-year cliff vesting period

The performance period for the 2026 PSUs noted above covers our 2026-2028 fiscal years, or July 1, 2025 – June 30, 2028. The vesting period for the time-based RSUs starts on the date of grant, August 12, 2025, and ends with cliff vesting on August 12, 2028. The relative weightings of each of the three instruments are as follows:

•Performance-based PSUs: 55% of total 2026 LTIP value

◦Net sales growth – 27.5% of total 2026 LTIP value

◦rTSR – 27.5% of total 2026 LTIP value

•Time-based RSUs: 45% of total 2026 LTIP value

Consistent with the practice initiated in fiscal 2022, the 2026 LTIP awards were granted in August 2025, shortly after the start of the fiscal year.

The 2026 LTIP grants were made to Mses. Berman and Bird along with Messrs. Ciesinski, Pigott and Viso under our 2015 Omnibus Incentive Plan previously approved by our shareholders. The Compensation Committee made the 2026 LTIP grants as follows:


	PERFORMANCE SHARE VALUES AND UNITS	TIME-BASED RESTRICTED STOCK VALUES AND UNITS		Total Grant Value

	Net Sales Growth	rTSR
Name	($)	(#)		($)		(#)		($)		(#)	($)

Mr. Ciesinski	962,494	5,325			962,525		4,192			1,575,055	8,714		3,500,074
Mr. Pigott	247,447	1,369			247,519		1,078			405,061	2,241		900,027
Ms. Berman	137,551		761			137,536			599		225,034	1,245		500,121
Ms. Bird	137,551	761			137,536		599			225,034	1,245		500,121
Mr. Viso	137,551	761			137,536		599			225,034	1,245		500,121


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PSUs based on net sales growth and the time-based RSUs had a grant-date fair value of $180.75, the closing price on August 12, 2025. The rTSR PSUs had a grant-date fair value of $229.61 (based on a Monte Carlo simulation). The grant-date fair value is used to determine the number of PSUs and RSUs to grant based on the overall grant value for each employee.

PSUs generally vest in full at the end of the three-year performance period based on achievement of the applicable performance goals and continued employment through the end of the performance period, subject to certification of performance by the Compensation Committee and earlier pro-rata vesting for retirement-eligible employees. The PSUs will also vest immediately upon death or disability at target performance level. Once settled, the shares underlying vested PSUs may be traded in the same manner as other shares.

RSUs generally vest in full on the third anniversary of the grant date, subject to earlier vesting for retirement-eligible employees. The RSUs will also vest earlier upon death or disability or in such other circumstances as may be approved by the administrator. Once settled, the shares underlying vested RSUs may be traded in the same manner as other shares.

Upon a change in control of the Corporation, PSUs and RSUs will vest immediately if they are not assumed or replaced with a qualifying replacement award. If a qualifying replacement award is provided by the acquiring or surviving company, it must include accelerated vesting if the grantee’s employment is terminated by the Corporation other than for cause within 24 months following the change in control.

Each recipient of PSUs and RSUs will be credited with dividend equivalents during the vesting period and are subject to the same vesting and forfeiture conditions as the related units. Dividend equivalents will be accrued on the units but will only be paid on earned and vested shares to the recipients at the time of vesting.

In the Compensation Committee’s view, the amounts awarded in fiscal 2026 were appropriate to retain executive talent and provide incentives for our executives to create long-term shareholder value. Long-term equity awards for Mses. Berman and Bird and Messrs. Ciesinski, Pigott and Viso were based on the Compensation Committee’s desire to retain them and assist them with building significant share ownership going forward.

Payout Under Fiscal 2024 PSU Grants

PSUs granted in fiscal 2024 (“Fiscal 2024 PSUs\") vested in August 2026. Fiscal 2024 PSUs were equally divided between rTSR PSUs, which are based on the Corporation’s rTSR versus the S&P 1500 Packaged Foods & Meats Index over a three-year performance period (fiscal 2024-2026), and net sales growth PSUs, which are based on the Corporation’s Adjusted Net Sales in the final year of that performance period. The rTSR PSUs resulted in a payout of 65% of target and the net sales growth PSUs resulted in a payout of 39% of target. Each of the rTSR and net sales goals, results and payouts are described below.

Fiscal 2024 rTSR PSUs: The 2024 rTSR PSU goals are shown in the table below. In order to address any potential pay for performance disconnect, payout for the three-year rTSR is capped at target (100%) should the Corporation’s rTSR be negative over the three-year performance period (regardless of relative performance).


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FISCAL YEAR 2024-2026 LTIP rTSR GOALS


rTSR Ranking	Award Payout as a % of Target

25th Percentile	20	%
50th Percentile	100	%
75th Percentile	150	%
>90th Percentile	200	%

The Corporation’s rTSR was -37.99% for the 2024-2026 performance period, which was above the 25th percentile of the S&P 1500 Packaged Foods & Meats Index of -49.11%, resulting in a payout at 65% of the target award.

Fiscal 2024 Net Sales Growth PSUs: The 2024 Net Sales Growth PSU goals are shown in the table below and pertain to Adjusted Net Sales in fiscal 2026, the final year of the 2024-2026 performance period. The target goal was developed based on a 4.0% annual growth rate over the base year.

NET SALES GROWTH PSUs - GOALS ($ IN MILLIONS)


	Adjusted Net Sales	Percentage of Target		Award Payout as a % of Target
	($)	(%)		(%)

Threshold	1,845.1		90		20
Target	2,050.1		100		100
Maximum	2,255.1		110		200

The Corporation’s Adjusted Net Sales of $1,894.0 million in fiscal 2026 were 92.4% of target, resulting in a payout at 39% of the target award. Adjusted Net Sales is a non-GAAP financial measure. See Appendix A for additional information on this non-GAAP measure, as well as a reconciliation to reported net sales under GAAP.

2027 Executive Pay Changes

The Compensation Committee took the following executive pay actions at its August 2026 meeting relative to fiscal 2027:

Salaries. The amount of each NEO’s salary increase for fiscal 2027, expressed as a percentage of such officer’s fiscal 2026 base salary, is as follows: Mr. Ciesinski, 2.5%; Mr. Pigott, 3.0%; Ms. Berman, 1.5%; Ms. Bird, 3.0%; and Mr. Viso, 2.5%. The fiscal 2027 salaries for each of our NEOs became effective on July 1, 2026. The Compensation Committee increased each NEO’s salary based on their performance during fiscal 2026.

2027 Annual Incentive Plan - The Compensation Committee has decided to continue the 2026 AIP for fiscal 2027 (the “2027 AIP”) with no change to the performance metric weightings described below. The 2027 AIP was approved by the Compensation Committee at its August 2026 meeting.

Financial performance metrics under the 2027 AIP will be weighted at 75% of the total with operating income weighted at 70% and net sales at 30%, reflecting what the Compensation Committee and management believe are the relative impacts of the key drivers of long-term shareholder value. Individual performance metrics will be weighted at 25% of the total.

Target incentive opportunities for our NEOs in the 2027 AIP are identical to those in the 2026 AIP, expressed as a percentage of salary. Payouts will range from 0% to 200% of each NEO’s target percentage based on performance against the annual operating plan and the achievement of individual objectives.


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2027 Long-Term Incentive Design – The 2027 long-term incentive design was consistent with 2026.

The 2027 long-term equity-based incentive plan is based on the following vehicles and weightings for our NEOs:

1.55% PSUs

2.45% RSUs

RSUs and PSUs vest on the third anniversary of the grant date in accordance with the terms of the award agreements, subject to earlier vesting for retirement-eligible employees. PSUs are based on two performance metrics, with equal weightings, as follows:

1.Relative total shareholder return versus the S&P 1500 Packaged Foods & Meats Index; and

2.Net sales growth over the applicable performance period.

Other Benefits

Our NEOs are also eligible to participate in our employee benefit plans available to all salaried employees, including our 401(k) plans, health insurance plan and group life insurance plan. These other benefits are discussed in detail below. In addition, our NEOs may elect to participate in our deferred compensation program. We also make some post-termination payments and benefits available to our NEOs, as described in detail below. The value of these benefits is reviewed annually by our Compensation Committee but is not generally considered as part of the overall compensation program for purposes of allocating among cash, equity and other compensation.

Perquisites. Perquisites to our NEOs are generally minimal because they do not help to achieve any of our compensation program objectives, including the promotion of long-term shareholder value. We limit the perquisites made available to our NEOs that are not otherwise available to all salaried employees and believe this arrangement is consistent with our “pay for performance” philosophy. During fiscal 2026, we offered our NEOs the following perquisites: life insurance and travel insurance premium payments, financial planning services and payment of certain business-related professional and filing fees. More detailed information about perquisites for fiscal 2026 is presented below in the “All Other Compensation” column of our 2026 Summary Compensation Table.

Executive Deferred Compensation Program. The Marzetti Company Executive Employee 2005 Deferred Compensation Plan (“DCP”) allows our NEOs to defer up to $100,000 of their annual cash compensation in each calendar year for future payment. Under the DCP, amounts deferred by our NEOs are maintained in separate book-entry accounts. Interest on the deferred amounts is credited semi-annually on June 30 and December 31 with an annual rate of interest equal to the prime interest rate reported in the Wall Street Journal on the first business day in January (for the June 30 credit) and July (for the December 31 credit). We do not match amounts that are deferred. Distributions from the DCP are paid upon termination of employment (including death or disability), and the NEO may elect to receive payments in either a lump sum or a series of installments upon termination. We do not fund the DCP and participants have only an unsecured contractual commitment from the Corporation to pay the amounts due. More detailed information about the DCP is presented below in the 2026 Nonqualified Deferred Compensation Table and related narrative.

Health and Welfare Benefits. We provide healthcare, life and disability insurance and other employee benefits programs to our employees, including our NEOs. We believe these benefits are competitive within our peer group and, while not separate incentives by themselves because they do not help to achieve any of our compensation program objectives, are essential and expected parts of any compensation program. Our benefits department is responsible for overseeing the administration of these programs. Our employee benefits programs are provided on a non-discriminatory basis to all eligible employees. These benefits include vacation and personal time, paid holidays, medical and long and short-term disability insurance programs.


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Retirement Benefits

Pension Benefits. We do not provide defined benefit pension arrangements or post-retirement health coverage for our NEOs, as we do not believe that providing these types of benefits to our NEOs helps to achieve any of our compensation program objectives, including the promotion of long-term shareholder value.

401(k) Plan. All of our current NEOs are eligible to participate in The Marzetti Company 401(k) Plan, a tax-qualified defined contribution plan that we refer to as our 401(k) Plan. We believe this benefit is competitive within our peer group and, while not a separate incentive by itself because it does not help to achieve any of our compensation program objectives, it is an essential and expected part of any compensation program. Under the 401(k) Plan, each employee may make pre-tax or Roth contributions, or both, into an individual account, up to 50% of eligible compensation and subject to limits established by the Internal Revenue Service. The Corporation’s matching contribution is equal to 100% of each dollar contributed, up to 4% of the participant’s eligible compensation. Participants who contribute at least 5% of eligible compensation received a company matching contribution of 4.25%. A participant may make partial withdrawals from the 401(k) Plan in the event of financial hardship, for any reason after a participant reaches age 59½, or through a loan. Single lump sum withdrawals are permitted upon an employee’s termination of employment.

For calendar year 2026, the 401(k) Plan limits the annual additions that can be made to an employee’s account to $72,000 per year. Annual additions include matching contributions by the employer and contributions made by the employee. Of those annual additions, the current maximum employee contribution is $24,500 per year and no more than $360,000 of annual compensation may be considered in computing benefits under the 401(k) Plan.

Participants age 50 and over may generally contribute a catch-up contribution of up to $8,000 per year. The catch-up contribution for participants age 60-63 is $11,250. The $72,000 limitation on annual additions and the $24,500 general limitation do not apply to catch-up contributions. Matching contributions from the Corporation that were paid to our NEOs during fiscal 2026 are included in the “All Other Compensation” column of our 2026 Summary Compensation Table.

Employment and Change in Control Agreements

Employment Agreement

Except for Mr. Ciesinski, we do not maintain employment agreements with any of our NEOs. Mr. Ciesinski’s employment agreement was effective as of April 18, 2016, and had an initial term ending June 30, 2019. Thereafter, the employment agreement automatically renews for successive one-year terms, unless earlier terminated pursuant to its terms, or unless either we or Mr. Ciesinski provides timely written notice that the term will not be extended.

In the event Mr. Ciesinski is terminated by us without cause, by us as a result of giving notice of non-extension of the employment agreement, or by Mr. Ciesinski for good reason, then, subject to Mr. Ciesinski signing and not revoking a release of claims against the Corporation, he will receive as severance pay the greater of: (a) continued payment of his base salary for a period of twelve months, plus an amount equal to 80% of his salary in lieu of any annual incentive for the incomplete fiscal year; or (b) the amount due to Mr. Ciesinski under his change in control agreement (see discussion below). Additionally, in the event Mr. Ciesinski’s termination occurs after the completion of our fiscal year but before the payment of his annual incentive, Mr. Ciesinski will be entitled to payment of his earned but unpaid annual incentive for such completed fiscal year.

Mr. Ciesinski’s employment agreement also provides for a clawback of any incentive compensation or other compensation paid to Mr. Ciesinski as required under applicable law, government regulation, stock exchange listing requirement, or our policy.


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Change in Control Agreements

We entered into updated change in control agreements with our executive officers in August 2023. If an executive’s employment is terminated on or within 12 months following a change in control, either by the Corporation without cause, or by the executive for good reason, the executive would be entitled to a lump sum severance payment equal to the sum of: (i) accrued and unpaid salary, accrued and unpaid annual incentive from any prior completed fiscal year, and a pro-rated portion of the executive’s annual incentive for the current fiscal year; (ii) three times the sum of base salary plus target level annual incentive for the current fiscal year for Mr. Ciesinski; or two times the sum of base salary plus target level annual incentive for the current fiscal year for Mr. Pigott, Ms. Berman, Ms. Bird and Mr. Viso; (iii) the sum of the executive’s unvested 401(k) balance; plus two times the aggregate matching contributions payable by the Corporation into the executive’s 401(k) account for the last completed calendar year; and (iv) continued health, dental, long-term disability and life insurance coverage for two years following the executive’s date of termination. Notwithstanding the foregoing, the change in control agreements do not provide for any excise tax gross-up payments and provide that the executive’s change in control payments thereunder would be reduced by the minimum amount necessary to avoid penalties under Section 4999 of the Internal Revenue Code.

Share Ownership Guidelines

The Board adopted the following revised share ownership guidelines in 2017 to further align the interests of the Corporation’s NEOs and the Corporation’s shareholders:

Named Executive Officers

Share Ownership Guideline

CEO (Mr. Ciesinski)

6x annual base salary

Chief Financial Officer (Mr. Pigott)

2x annual base salary

Other NEOs (Ms. Berman, Ms. Bird and Mr. Viso)

1x annual base salary

All restricted stock awards and restricted stock units are counted toward an executive’s personal holdings for the purpose of determining whether the executive has met the share ownership guidelines, but other equity awards (including stock appreciation rights and PSUs) are not. Each NEO to whom this policy applies shall have until the later of five years from the date of adoption of this policy or five years from the date such NEO becomes subject to this policy to achieve the applicable guideline level of ownership. All of our current executive officers have met the applicable guideline.

Insider Trading, Hedging and Pledging Policies

Our Insider Trading Policy prohibits all directors and employees from short-selling common shares of the Corporation or engaging in transactions involving Corporation-based derivative securities, including, but not limited to, trading in Corporation-based option contracts (for example, buying and/or writing puts and calls). Hedging transactions, such as zero-cost collars and forward sale contracts, that permit a director or employee to own securities of the Corporation without the full risks and rewards of ownership are prohibited. This does not prohibit the exercise of options, stock appreciation rights, or other derivative securities received through Corporation-sponsored equity incentive plans.

Our Insider Trading Policy also prohibits pledging Corporation securities as collateral for a loan. In addition, our Insider Trading Policy prohibits our directors, officers and employees from purchasing or selling Corporation securities while in possession of material, non-public information, except through use of stock trading plans that may be adopted pursuant to Rule 10b5-1 of the Exchange Act. Rule 10b5-1 allows insiders to sell and diversify their holdings in our common shares over a designated period by adopting pre-arranged stock trading plans at a time when they are not aware of material nonpublic information about the Corporation and thereafter sell our common shares in accordance with the terms of their stock trading plans without regard to whether or not they are in possession of material nonpublic information about the Corporation at the time of the sale.


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Recoupment of Incentive Payments

We have adopted a clawback policy effective as of October 2, 2023 that complies with the Nasdaq’s clawback rules promulgated under the SEC’s Rule 10D-1. Under this policy, the Compensation Committee must seek payment of incentive-based compensation, such as cash payments under our annual incentive plan or long-term equity-based incentive awards, that was paid to our executive officers based on financial statements that were subsequently restated. The policy provides that if the Compensation Committee determines that there has been a material restatement of publicly issued financial results from those previously issued to the public, the Compensation Committee will review all incentive-based compensation made to executive officers during the three-year period prior to the restatement. If such payments would have been lower had they been calculated based on such restated results, our Compensation Committee will recoup the payments in excess of the amount that would have been received had it been determined based on the restated amounts.

Additionally, the Sarbanes-Oxley Act of 2002 subjects incentive-based compensation and stock sale profits of our CEO and Chief Financial Officer to forfeiture in the event of an accounting restatement resulting from any non-compliance, as a result of their misconduct, with any financial reporting requirement under securities laws.

Compensation-Related Risk Assessment

In 2026, the Compensation Committee reviewed and discussed the structure of our compensation program from the point of view of assessing whether any aspect of the program could potentially be expected to provide an incentive to our executive officers or other employees to take any unnecessary or inappropriate risks that could threaten our operating results, financial condition or impact long-term shareholder value. The Compensation Committee assessed our incentive-based compensation plans (including the annual and long-term incentive programs) and our compensation practices. Further, the Compensation Committee discussed the structure of the compensation program with the Chairman.

Based on our internal controls, policies and risk-mitigating components in our incentive arrangements currently in place, informal input from Pay Governance, discussions with the Chairman, as well as the Compensation Committee’s formal review and discussion, the Compensation Committee believes our compensation programs represent an appropriate balance of short-term and long-term compensation and do not encourage executive officers or other employees to take unnecessary or excessive risks that are reasonably likely to have a material adverse effect on the Corporation.


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Executive Compensation

2026 Summary Compensation Table

The following table summarizes compensation earned during the 2026, 2025 and 2024 fiscal years by our NEOs:


Name and Principal Position		Fiscal Year		Salary	Bonus		Stock Awards			Non-Equity Incentive Plan Compensation	All Other Compensation		Total
		$(1)		$	$(2)			$(3)		$	$
(a)		(b)		(c)	(d)		(e)			(g)	(i)		(j)


David A. Ciesinski President and CEO		2026		1,000,000		—			3,500,074			1,146,750			96,507	(4)		5,743,331
	2025		975,000		—			3,000,112			1,292,363			110,885			5,378,360
	2024		935,000		—			2,850,173			1,520,404			110,037			5,415,614


Thomas K. Pigott Chief Financial Officer, Vice President and Assistant Secretary		2026		650,000		—			900,027			483,548			51,111	(5)		2,084,686
	2025		624,000		—			800,229			549,320			51,764			2,025,313
	2024		599,000		—			700,018			677,589			52,331			2,028,938


Tanya Berman Former President, Retail Division(6)		2026		539,000		—			500,121			336,703			35,283	(7)		1,411,107
	2025		104,942		150,000			499,921			99,280			207,332			1,061,475


Kristin J. Bird President, Foodservice Division		2026		539,000		—			500,121			350,851			45,560	(8)		1,435,532
	2025		508,000		—			499,811			367,299			44,371			1,419,481
	2024		479,000		—			425,001			474,114			45,162			1,423,277


Luis Viso Chief Supply Chain Officer		2026		515,000		—			500,121			339,735			29,869	(9)		1,384,725
	2025		500,000		—			449,907			361,515			28,315			1,339,737
	2024		479,000		—			359,930			474,114			19,325			1,332,369

(1)The amounts shown in this column represent salary earned in each fiscal year. The amounts shown in this column for 2026 include amounts deferred by our NEOs under our nonqualified DCP, which is further discussed above under “Compensation Discussion and Analysis” and below in the “2026 Nonqualified Deferred Compensation Table” and accompanying narrative.

(2)The amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718, of the restricted stock awards, RSUs and PSUs granted during the reported years. The assumptions used in determining these valuations are the same as those used in our financial statements. For fiscal 2026, those assumptions can be found in footnote 10 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026. The grant date fair value of PSUs awarded in fiscal 2026, assuming the achievement of the performance conditions at the maximum level for the three-year performance period, is: $3,850,038 for Mr. Ciesinski; $989,933 for Mr. Pigott; $550,175 for Ms. Berman; $550,175 for Ms. Bird and $550,175 for Mr. Viso. See the “2026 Grants of Plan-Based Awards Table” below for additional information regarding the RSUs and PSUs awarded in fiscal 2026.

(3)The amounts shown in this column for 2026 represent amounts computed for fiscal 2026 performance under our AIP. As discussed under “Compensation Discussion and Analysis” above, these amounts were based on our achievement of certain financial and personal objectives. See “Compensation Discussion and Analysis” for more information about our AIP.

(4)This amount consists of (A) $780 in life insurance premium payments, (B) $61,648 in dividends on unvested restricted stock awards and (C) $34,079 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Plan, (ii) payment of travel insurance premiums and (iii) payment for financial planning services.

(5)This amount consists of (A) $780 in life insurance premium payments, (B) $15,606 in dividends on unvested restricted stock awards and (C) $34,725 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Plan, (ii) payment of travel insurance premiums and (iii) payment for financial planning services.

(6)Ms. Berman was appointed as an executive officer of the Corporation on April 21, 2025 and is no longer serving in that capacity effective October 6, 2026.


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(7)This amount consists of (A) $780 in life insurance premium payments, (B) $11,634 in dividends on unvested restricted stock awards and (C) $22,869 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Plan and (ii) payment of travel insurance premiums.

(8)This amount consists of (A) $780 in life insurance premium payments, (B) $9,589 in dividends on unvested restricted stock awards and (C) $35,191 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Plan, (ii) payment of travel insurance premiums and (iii) payment for financial planning services.

(9)This amount consists of (A) $507 in life insurance premium payments, (B) $14,216 in dividends on unvested restricted stock awards and (C) $15,146 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Plan and (ii) payment of travel insurance premiums.


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2026 Grants of Plan-Based Awards Table

The following table shows all plan-based awards granted to our NEOs during fiscal 2026.


Name		Grant Date	ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS		ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS		All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option Awards	Grant Date Fair Value of Stock and Option Awards

	Threshold	Target	Maximum		Threshold	Target	Maximum
	($)	($)(1)	($)		(#)	(#)	(#)		(#)		(#)	($/Sh)	($)
(a)		(b)	(c)	(d)	(e)		(f)	(g)	(h)		(i)		(j)	(k)	(l)


David A. Ciesinski		—	250,000		1,250,000		2,500,000			—	—		—		—		—	—		—
	8/12/25	—		—		—			1,065	5,325	(2)	10,650		—		—	—		962,494
		8/12/25	—		—		—			838	4,192	(3)	8,384		—		—	—		962,525
		8/12/25	—		—		—			—	—		—		8,714	(4)	—	—		1,575,055


Thomas K. Pigott		—	104,000		520,000		1,040,000			—	—		—		—		—	—		—
	8/12/25	—		—		—			274	1,369	(2)	2,738		—		—	—		247,447
		8/12/25	—		—		—			216	1,078	(3)	2,156		—		—	—		247,519
		8/12/25	—		—		—			—	—		—		2,241	(4)	—	—		405,061


Tanya Berman		—	75,400		377,000		754,000			—	—		—		—		—	—		—
	8/12/25	—		—		—			152	761	(2)	1,522		—		—	—		137,551
		8/12/25	—		—		—			120	599	(3)	1,198		—		—	—		137,536
		8/12/25	—		—		—			—	—		—		1,245	(4)	—	—		225,034


Kristin J. Bird		—	75,400		377,000		754,000			—	—		—		—		—	—		—
	8/12/25	—		—		—			152	761	(2)	1,522		—		—	—		137,551
		8/12/25	—		—		—			120	599	(3)	1,198		—		—	—		137,536
		8/12/25	—		—		—			—	—		—		1,245	(4)	—	—		225,034


Luis Viso		—	72,200		361,000		722,000			—	—		—		—		—	—		—
	8/12/25	—		—		—			152	761	(2)	1,522		—		—	—		137,551
		8/12/25	—		—		—			120	599	(3)	1,198		—		—	—		137,536
		8/12/25	—		—		—			—	—		—		1,245	(4)	—	—		225,034

(1)As we described in “Compensation Discussion and Analysis” above, under our AIP, Mses. Berman and Bird along with Messrs. Ciesinski, Pigott and Viso each receive a fiscal year incentive opportunity, the amount of which is primarily determined by applying a weighted percentage rate to certain financial targets for the entire Corporation for each NEO, and certain personal performance targets, each as further described in “Compensation Discussion and Analysis” above. Payouts to the NEOs are 20% at threshold and 200% at maximum.

Target amounts for annual cash incentive awards are established under our 2026 AIP as a percentage of base salary and calculated based on the Corporation’s net sales and operating income, along with the achievement of personal performance goals. The amounts reflected in column (d) of the above table for Messrs. Ciesinski, Pigott and Viso along with Mses. Berman and Bird represent the estimated possible payout for fiscal 2026 based on fiscal 2026 targeted performance, as required by applicable guidance. These amounts are not indicative of the actual amounts Messrs. Ciesinski, Pigott and Viso along with Mses. Berman and Bird received under the 2026 AIP for the reasons explained above in “Compensation Discussion and Analysis.”

The total annual cash incentive payments for our NEOs in fiscal 2026 made pursuant to our 2026 AIP were determined by our Compensation Committee in August 2026 based on the Corporation’s performance and are reflected in column (g) of our 2026 Summary Compensation Table above. For more information about our 2026 AIP, see “Compensation Discussion and Analysis” above.


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(2)These amounts represent PSUs that were granted on August 12, 2025 pursuant to our 2015 Omnibus Incentive Plan and will be earned based on the performance metric of net sales growth over a three-year period. The PSUs are expected to vest on August 12, 2028 subject to the achievement of this performance metric. The grant date fair value per unit was $180.75.

(3)These amounts represent PSUs that were granted on August 12, 2025 pursuant to our 2015 Omnibus Incentive Plan and will be earned based on the performance metric of relative total shareholder return over a three-year period. The PSUs are expected to vest on August 12, 2028 subject to the achievement of this performance metric. The grant date fair value per unit was $229.61, which was measured using a Monte Carlo simulation.

(4)These amounts represent RSUs that were granted on August 12, 2025 pursuant to our 2015 Omnibus Incentive Plan. The RSUs are expected to fully vest on August 12, 2028. The grant date fair value per share was $180.75.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

None of our NEOs is a party to an employment agreement with the Corporation except Mr. Ciesinski. Mr. Ciesinski, Mr. Pigott, Ms. Berman, Ms. Bird and Mr. Viso were party to Key Employee Change in Control Agreements with the Corporation. For more information about these agreements, see “Compensation Discussion and Analysis — Employment and Change in Control Agreements” above and the disclosure below under “Potential Payments Upon Termination or Change in Control.” For more information about the other compensation arrangements in which our NEOs participate and the proportion of our NEOs’ total compensation represented by base salary and annual cash incentive payments or discretionary bonuses, also see “Compensation Discussion and Analysis” above.


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Outstanding Equity Awards at 2026 Fiscal Year-End Table

The following table shows all outstanding equity awards held by our NEOs at the end of fiscal 2026.


		OPTION AWARDS	STOCK AWARDS

Name		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($)
(a)		(b)	(c)		(d)	(e)		(f)	(g)		(h)		(i)		(j)


David A. Ciesinski		—			—			—		—			—			6,943		(2)		792,613			—			—
	—			—			—		—			—			6,981		(3)		796,951			—			—
		—			—			—		—			—			8,714		(4)		994,790			—			—
		—			—			—		—			—			—				—			8,126	(6)		927,664
		—			—			—		—			—			—				—			4,576	(7)		522,396
		—			—			—		—			—			—				—			1,903	(8)		217,247

		—			—			—						22,638				2,584,354			14,605			1,667,307

Thomas K. Pigott		2,689	(1)		—			—		177.99		Feb 23, 2028		—				—			—			—
	—			—			—		—			—			1,705		(2)		194,642			—			—
		—			—			—		—			—			1,862		(3)		212,566			—			—
		—			—			—		—			—			2,241		(4)		255,833			—			—
		—			—			—		—			—			—				—			1,996	(6)		227,863
		—			—			—		—			—			—				—			1,221	(7)		139,389
		—			—			—		—			—			—				—			490	(8)		55,939

		2,689			—			—						5,808				663,041			3,707			423,191

Tanya Berman		—			—			—		—			—			2,983		(5)		340,539			—			—
	—			—			—		—			—			1,245		(4)		142,129			—			—


		—			—			—		—			—			—				—			272	(8)		31,051
		—			—			—						4,228				482,668			272			31,051

Kristin J. Bird		1,792	(1)		—			—		177.99		Feb 23, 2028		—				—			—			—
	—			—			—		—			—			1,035		(2)		118,156			—			—
		—			—			—		—			—			1,163		(3)		132,768			—			—
		—			—			—		—			—			1,245		(4)		142,129			—			—
		—			—			—		—			—			—				—			1,212	(6)		138,362
		—			—			—		—			—			—				—			762	(7)		86,990
		—			—			—		—			—			—				—			272	(8)		31,051

		1,792			—			—						3,443				393,053			2,246			256,403

Luis Viso		—			—			—		—			—			877		(2)		100,118			—			—
	—			—			—		—			—			1,047		(3)		119,526			—			—
		—			—			—		—			—			1,245		(4)		142,129			—			—
		—			—			—		—			—			—				—			1,026	(6)		117,128
		—			—			—		—			—			—				—			686	(7)		78,314
		—			—			—		—			—			—				—			272	(8)		31,051
		—			—			—						3,169				361,773			1,984			226,493


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(1)These stock-settled stock appreciation rights were granted on February 23, 2021 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vested ratably over a three-year period beginning on February 23, 2022, can be exercised for up to seven years from the date of grant and are fully vested.

(2)These shares of restricted stock awards were granted on August 15, 2023 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock awards fully vested on August 15, 2026.

(3)These shares of restricted stock awards were granted on August 13, 2024 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock awards are expected to fully vest on August 13, 2027.

(4)These RSUs were granted on August 12, 2025 pursuant to our 2015 Omnibus Incentive Plan. These RSUs are expected to fully vest on August 12, 2028.

(5)These shares of restricted stock awards were granted on May 13, 2025 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock awards are expected to vest no later than May 13, 2027.

(6)These PSUs were granted on August 15, 2023 pursuant to our 2015 Omnibus Incentive Plan and have a three-year performance period from July 1, 2023 – June 30, 2026. Based on actual performance to date, the net sales growth PSU amounts presented herein reflect the target number of PSUs awarded and the rTSR PSU amounts presented herein reflect the target number of PSUs awarded. These PSUs vested in August 2026, and actual payouts were 39% of target for net sales growth PSUs and 65% of target for rTSR PSUs.

(7)These PSUs were granted on August 13, 2024 pursuant to our 2015 Omnibus Incentive Plan and have a three-year performance period from July 1, 2024 – June 30, 2027. The actual number of shares that may be earned range from 0% to 200% and are based on the performance metrics of net sales growth and relative total shareholder return. The net sales growth PSU amounts presented herein reflect the threshold number of PSUs awarded as performance is based on net sales for a future fiscal year, and the relative total shareholder return PSU amounts presented herein reflect the target number of PSUs awarded based on actual performance to date.

(8)These PSUs were granted on August 12, 2025 pursuant to our 2015 Omnibus Incentive Plan and have a three-year performance period from July 1, 2025 – June 30, 2028. The actual number of shares that may be earned range from 0% to 200% and are based on the performance metrics of net sales growth and relative total shareholder return. The net sales growth PSU amounts presented herein reflect the threshold number of PSUs awarded as performance is based on net sales for a future fiscal year, and the relative total shareholder return PSU amounts presented herein reflect the threshold number of PSUs awarded based on actual performance to date.


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2026 Option Exercises and Stock Vested Table


		OPTION AWARDS		STOCK AWARDS

Name		Number of Shares Acquired on Exercise		Value Realized on Exercise		Number of Shares Acquired on Vesting		Value Realized on Vesting
	(#)(1)		($)(1)		(#)(2)		($)(2)
(a)		(b)		(c)		(d)		(e)

David A. Ciesinski		—				—			20,612	(3)	3,716,137
Thomas K. Pigott		—				—			4,757	(3)	857,640
Tanya Berman		—				—			—		—
Kristin J. Bird		—				—			2,855	(3)	514,728
Luis Viso		—				—			1,721	(3)	196,211

(1)The amounts reported in columns (b) and (c) reflect the exercise during fiscal 2026 of stock-settled stock appreciation rights by the NEOs. The amounts reported in column (c) were computed using the aggregate number of shares acquired on exercise and the closing price of our shares on the respective dates of exercise.

(2)The amounts reported in columns (d) and (e) reflect the vesting during fiscal 2026 of restricted stock awards and PSUs for the NEOs. The amounts reported in column (e) were computed using the number of shares acquired on vesting and the closing price of our shares on the respective date of vesting.

(3)Shares reported reflect gross shares before tax settlement.

2026 Pension Benefits

We do not maintain any defined benefit plans or other plans with specified retirement benefits in which our NEOs participate.

2026 Nonqualified Deferred Compensation Table

This table shows certain information for fiscal 2026 for each of our NEOs under our DCP.


Name	Executive Contributions in Last FY ($)(1)	Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)(2)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)(3)
(a)	(b)	(c)		(d)	(e)	(f)

David A. Ciesinski	100,000		—		43,701		—	698,291
Thomas K. Pigott	100,000		—		28,449		—	472,707
Tanya Berman	50,000		—		839		—	50,839
Kristin J. Bird	100,000		—		28,449		—	472,707
Luis Viso	—		—		—		—	—

(1)The amounts reported for our NEOs in this column are fully reported as part of the salary for each NEO in column (c) of the “2026 Summary Compensation Table” above.

(2)None of the amounts reported for our NEOs in this column are reported in the “2026 Summary Compensation Table” above.

(3)The following amounts reported for our NEOs in this column have been previously reported as compensation in our “Summary Compensation Table” included in prior years’ proxy statements: Mr. Ciesinski, $450,000; Mr. Pigott, $300,000 and Ms. Bird, $300,000.

For more information about our nonqualified deferred compensation plan, see “Compensation Discussion and Analysis” above.


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Potential Payments Upon Termination or Change in Control

Our NEOs may terminate employment with the Corporation under a number of different scenarios, including retirement, voluntary termination for good reason, voluntary termination without good reason, involuntary termination without cause, involuntary termination for cause, and termination in connection with a change in control, death or disability. Except as discussed below, we generally limit the payments or other forms of compensation that we will provide our NEOs when their employment with the Corporation is terminated to compensation elements that we provide all our employees upon termination, namely payment of any earned but unpaid salary and accrued but unpaid vacation benefits.

Employment Agreements

As stated previously, we only have an employment agreement with Mr. Ciesinski that provides for him to receive certain cash payments and other benefits if his employment is terminated with the Corporation. The terms “cause,” “good reason” and “change in control” are defined under this agreement. Cause generally means the employee’s willful engagement in malfeasance or felonious conduct that in any material respect impairs the reputation, goodwill or business position of the Corporation or involves misappropriation of the Corporation’s funds or other assets. Good reason generally means termination triggered by certain reductions in compensation, duties and responsibility and authority or certain changes in place of employment. Change in control generally means an event reportable by the Corporation on Form 8-K as a change in control and certain significant changes in the ownership of the Corporation’s Common Stock or in the makeup of the Board.

In the event Mr. Ciesinski is terminated by the Corporation without cause, by the Corporation as a result of giving notice of non-extension of the employment agreement, or by Mr. Ciesinski for good reason, then, subject to Mr. Ciesinski signing and not revoking a release of claims against the Corporation, he will receive as severance pay the greater of:

•continued payment of his base salary for a period of twelve months, plus an amount equal to 80% of his salary in lieu of any annual incentive for the incomplete fiscal year; or

•the amount due to Mr. Ciesinski under his change in control agreement to the extent any such amount becomes due (see discussion below).

Additionally, in the event Mr. Ciesinski’s termination occurs after the completion of our fiscal year but before the payment of his annual incentive, Mr. Ciesinski will be entitled to payment of his earned but unpaid annual incentive for such completed fiscal year.

Key Employee Change in Control Agreements

Messrs. Ciesinski, Pigott and Viso and Mses. Berman and Bird were party to Key Employee Change in Control Agreements with the Corporation. These agreements provide for certain cash payments and other benefits if employment is terminated with the Corporation after a change in control. The terms “cause,” “good reason” and “change in control” are defined under these agreements. Cause generally means the employee’s willful engagement in malfeasance or felonious conduct that in any material respect impairs the reputation, goodwill or business position of the Corporation or involves misappropriation of funds or other assets. Good reason generally means termination triggered by certain reductions in compensation, duties and responsibility and authority or certain changes in place of employment. Change in control generally means an event reportable by the Corporation on Form 8-K as a change in control and certain significant changes in the ownership of the Corporation’s Common Stock or in the makeup of the Board.


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In the event employment is terminated on or within 12 months following a change in control, either by the Corporation without cause, or by the executive for good reason, the executive would be entitled to a lump sum severance payment equal to the sum of:

•accrued and unpaid salary, accrued and unpaid annual incentive from any prior completed fiscal year, and a pro-rated portion of annual incentive for the current fiscal year;

•three times the sum of base salary plus target level annual incentive for the current fiscal year for Mr. Ciesinski; or two times the sum of base salary plus target level annual incentive for the current fiscal year for Mses. Berman and Bird and Messrs. Pigott and Viso;

•the sum of any unvested 401(k) balance, plus two times the aggregate matching contributions payable by the Corporation into the executive’s 401(k) account for the last completed calendar year; and

•continued health, dental, long-term disability and life insurance coverage for two years following the executive’s date of termination.

Equity-Based Compensation Plans

Unvested restricted stock awards, unvested RSUs and unvested PSUs granted under our 2015 Omnibus Incentive Plan will vest in full (i.e. at target level performance for PSUs) upon a change in control either if it is not assumed by the surviving company or if it is assumed and there is a subsequent qualified termination of employment within 24 months. Upon the death or disability (as defined in our equity incentive plans) of an NEO, all unvested restricted stock awards, all unvested RSUs and all unvested PSUs granted to such NEO under our equity incentive plans will vest in full.

TABULAR DISCLOSURE. The tables below summarize the estimated amounts of payments or compensation our NEOs may receive under particular termination scenarios. The amounts shown in this section assume the NEO is terminated as of June 30, 2026 and the price per share of our common shares equals $114.16, which was the closing price of our common shares on June 30, 2026, as reported on the Nasdaq Global Select Market. Actual amounts we may pay to any NEO upon termination of employment, however, can only be determined at the time of such NEO’s actual termination.


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David A. Ciesinski. The following table shows the potential payments upon termination under various circumstances for David A. Ciesinski, our President and CEO.


		Retirement on		Termination Without Cause or for Good Reason on		Termination for Cause or Without Good Reason on		Termination on or within 12 months of a Change in Control on		Termination by Death on		Termination by Disability on
Benefits and Payments Upon Termination		06/30/2026		06/30/2026		06/30/2026		06/30/2026		06/30/2026		06/30/2026
	($)		($)		($)		($)		($)		($)

Compensation:
Salary(1)		—			—			—			—		—	—
Annual cash incentive compensation		—			—			—			—		—	—
Base salary and average annual incentive compensation lump sum(2)		—			1,800,000			—			6,750,000		—	—
Restricted stock awards		—			—			—			1,589,564		1,589,564	1,589,564
Restricted stock units		—			—			—			994,790		994,790	994,790
Performance share units		—			—			—			2,926,149		2,926,149	2,926,149
Deferred compensation plan		698,291			698,291			698,291			698,291		698,291	698,291
401(k)		—			—			—			30,502		—	—
Benefits and Perquisites:
Health, disability and life insurance(3)		—			—			—			119,796		—	—
Total		698,291			2,498,291			698,291			13,109,092		6,208,794	6,208,794

Thomas K. Pigott. The following table shows the potential payments upon termination under various circumstances for Thomas K. Pigott, our Chief Financial Officer, Vice President and Assistant Secretary.


		Retirement on		Termination Without Cause or for Good Reason on		Termination for Cause or Without Good Reason on		Termination on or within 12 months of a Change in Control on		Termination by Death on		Termination by Disability on
Benefits and Payments Upon Termination		06/30/2026		06/30/2026		06/30/2026		06/30/2026		06/30/2026		06/30/2026
	($)		($)		($)		($)		($)		($)

Compensation:
Salary(1)		—			—			—			—		—	—
Annual cash incentive compensation		—			—			—			—		—	—
Base salary and average annual incentive compensation lump sum(4)		—			—			—			2,340,000		—	—
Restricted stock awards		—			—			—			407,208		407,208	407,208
Restricted stock units		—			—			—			255,833		255,833	255,833
Performance share units		—			—			—			750,488		750,488	750,488
Deferred compensation plan		472,707			472,707			472,707			472,707		472,707	472,707
401(k)		—			—			—			30,551		—	—
Benefits and Perquisites:
Health, disability and life insurance(3)		—			—			—			105,808		—	—
Total		472,707			472,707			472,707			4,362,595		1,886,236	1,886,236


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Tanya Berman. As noted above, on October 5, 2026, the Corporation announced that Tanya Berman, former President of the Retail Division, is no longer serving in this role effective October 6, 2026. The Corporation expects that Ms. Berman will remain an employee of the Corporation until December 31, 2026. The Corporation expects to enter into a severance agreement with Ms. Berman in connection with her separation from the Corporation. The details of the severance agreement have not been determined at this time. The Corporation will provide a description of such severance agreement in a future filing with the Securities and Exchange Commission following its execution.

In accordance with the rules of the Securities and Exchange Commission, the following table shows the potential payments upon termination under various circumstances for Tanya Berman as of June 30, 2026. The table does not reflect details of any severance agreement that may be agreed between the Corporation and Ms. Berman.


		Retirement on		Termination Without Cause or for Good Reason on		Termination for Cause or Without Good Reason on		Termination on or within 12 months of a Change in Control on		Termination by Death on		Termination by Disability on
Benefits and Payments Upon Termination		06/30/2026		06/30/2026		06/30/2026		06/30/2026		06/30/2026		06/30/2026
	($)		($)		($)		($)		($)		($)

Compensation:
Salary(1)		—			—			—			—		—	—
Annual cash incentive compensation		—			—			—			—		—	—
Base salary and average annual incentive compensation lump sum(5)		—			—			—			1,832,600		—	—
Restricted stock awards		—			—			—			340,539		340,539	340,539
Restricted stock units		—			—			—			142,129		142,129	142,129
Performance share units		—			—			—			155,258		155,258	155,258
Deferred compensation plan		50,839			50,839			50,839			50,839		50,839	50,839
401(k)		—			—			—			3,608		—	—
Benefits and Perquisites:
Health, disability and life insurance(3)		—			—			—			67,704		—	—
Total		50,839			50,839			50,839			2,592,677		688,765	688,765


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Kristin J. Bird. The following table shows the potential payments upon termination under various circumstances for Kristin J. Bird, President of the Foodservice Division.


		Retirement on		Termination Without Cause or for Good Reason on		Termination for Cause or Without Good Reason on		Termination on or within 12 months of a Change in Control on		Termination by Death on		Termination by Disability on
Benefits and Payments Upon Termination		06/30/2026		06/30/2026		06/30/2026		06/30/2026		06/30/2026		06/30/2026
	($)		($)		($)		($)		($)		($)

Compensation:
Salary(1)		—			—			—			—		—	—
Annual cash incentive compensation		—			—			—			—		—	—
Base salary and average annual incentive compensation lump sum(6)		—			—			—			1,832,600		—	—
Restricted stock awards		—			—			—			250,924		250,924	250,924
Restricted stock units		—			—			—			142,129		142,129	142,129
Performance share units		—			—			—			445,566		445,566	445,566
Deferred compensation plan		472,707			472,707			472,707			472,707		472,707	472,707
401(k)		—			—			—			30,940		—	—
Benefits and Perquisites:
Health, disability and life insurance(3)		—			—			—			100,302		—	—
Total		472,707			472,707			472,707			3,275,168		1,311,326	1,311,326

Luis Viso. The following table shows the potential payments upon termination under various circumstances for Luis Viso, Chief Supply Chain Officer.


		Retirement on		Termination Without Cause or for Good Reason on		Termination for Cause or Without Good Reason on		Termination on or within 12 months of a Change in Control on		Termination by Death on		Termination by Disability on
Benefits and Payments Upon Termination		06/30/2026		06/30/2026		06/30/2026		06/30/2026		06/30/2026		06/30/2026
	($)		($)		($)		($)		($)		($)

Compensation:
Salary(1)		—			—			—			—		—	—
Annual cash incentive compensation		—			—			—			—		—	—
Base salary and average annual incentive compensation lump sum(7)		—			—			—			1,751,000		—	—
Restricted stock awards		—			—			—			219,644		219,644	219,644
Restricted stock units		—			—			—			142,129		142,129	142,129
Performance share units		—			—			—			409,149		409,149	409,149
Deferred compensation plan		—			—			—			—		—	—
401(k)		—			—			—			27,246		—	—
Benefits and Perquisites:
Health, disability and life insurance(3)		—			—			—			94,298		—	—
Total		—			—			—			2,643,466		770,922	770,922


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(1)Assumes, as of June 30, 2026, the amount of base salary payable to the NEOs for services rendered during fiscal 2026 has been paid.

(2)For a termination without cause or for good reason, this amount is equal to the sum of Mr. Ciesinski’s base salary ($1,000,000) plus 80% of his base salary for the current fiscal year ($800,000) in lieu of any other unpaid bonus at the time of termination, for a total of $1,800,000, pursuant to his Employment Agreement discussed above. For a termination subsequent to a change in control, this amount is equal to three times the sum of (a) Mr. Ciesinski’s base salary ($1,000,000) plus (b) his target level annual incentive for the current fiscal year ($1,250,000), for a total of $6,750,000, pursuant to his Change in Control Agreement discussed above.

(3)For a termination subsequent to a change in control, this amount is equal to the estimated cost of continued health, dental, long-term disability and life insurance coverage for two years following the date of termination.

(4)For a termination subsequent to a change in control, this amount is equal to two times the sum of Mr. Pigott’s base salary ($650,000) plus his target level annual incentive for the current fiscal year ($520,000), for a total of $2,340,000, pursuant to his Change in Control Agreement discussed above.

(5)For a termination subsequent to a change in control, this amount is equal to two times the sum of Ms. Berman’s base salary ($539,000) plus her target level annual incentive for the current fiscal year ($377,300), for a total of $1,832,600, pursuant to her Change in Control Agreement discussed above.

(6)For a termination subsequent to a change in control, this amount is equal to two times the sum of Ms. Bird’s base salary ($539,000) plus her target level annual incentive for the current fiscal year ($377,300), for a total of $1,832,600, pursuant to her Change in Control Agreement discussed above.

(7)For a termination subsequent to a change in control, this amount is equal to two times the sum of Mr. Viso’s base salary ($515,000) plus his target level annual incentive for the current fiscal year ($360,500), for a total of $1,751,000, pursuant to his Change in Control Agreement discussed above.

CEO Pay Ratio Disclosure

We identified our median employee from our entire employee population (excluding the CEO) to provide a ratio comparison of the total compensation of Mr. Ciesinski, our CEO, with the total compensation of the median employee. In doing so, we annualized the compensation of all full-time and part-time employees. The compensation of our median employee, a machine operator, was determined as of April 30, 2026 in accordance with the methodology and components used in the Summary Compensation Table for the Corporation’s NEOs. The 2026 total compensation was $56,395 for our median employee and $5,743,331 for Mr. Ciesinski. Based on this determination, the ratio of annual total compensation for Mr. Ciesinski to that of the median employee is estimated to be 102 to 1. The applicable SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies and assumptions and, as a result, our estimated pay ratio may not be comparable to the pay ratios disclosed by other companies.


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Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our NEOs and certain financial performance metrics of the Corporation using a methodology that has been prescribed by the SEC. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulations S-K and do not reflect compensation actually earned, realized or received by our NEOs.


Fiscal Year		Summary Compensation Table Total for PEO (1)	Compensation Actually Paid to PEO (1)(2)	Average Summary Compensation Table Total for non-PEO NEOs (1)	Average Compensation Actually Paid to non-PEO NEOs (1)(2)		VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:		Net Income ($ millions)		Adjusted Operating Income (5) ($ millions)

		Total Shareholder Return(3)		Peer Group Total Shareholder Return (3)(4)
	($)	($)	($)	($)		($)		($)		($)		($)
(a)		(b)	(c)	(d)	(e)		(f)		(g)		(h)		(i)

2026		5,743,331		2,147,440		1,579,013		958,245			65.62			86.95	191.6	237.9
2025		5,378,360		4,160,095		1,666,400		1,324,998			96.69			98.01	167.3	229.2
2024		5,415,614		5,730,426		1,547,110		1,586,292			103.58			101.58	158.6	214.2
2023		5,029,587		10,313,627		1,330,339		1,877,397			108.05			113.45	111.3	196.3
2022		3,744,293		(244,743)		1,091,836		420,274			67.99			106.29	89.6	177.6

(1)Mr. Ciesinski served as our principal executive officer (“PEO”) for the full fiscal year in 2026, 2025, 2024, 2023 and 2022. Our non-PEO NEOs included: (a) for fiscal year 2026, Messrs. Pigott and Viso along with Mses. Berman and Bird; (b) for fiscal year 2025, Messrs. Pigott, Stealey and Viso along with Mses. Berman and Bird; (c) for fiscal year 2024, Messrs. Pigott, Stealey and Viso and Ms. Bird; (d) for fiscal year 2023, Messrs. Pigott, Stealey, Nagle and Viso and Ms. Bird and (e) for fiscal year 2022, Messrs. Pigott, Stealey and Nagle and Ms. Bird.

(2)Amounts reported in these columns represent the compensation actually paid (“CAP”) after the applicable adjustments were made to the amounts reported in the Summary Compensation Table (“SCT”) for the applicable year. The applicable adjustments shown in the reconciliation tables below were deducted from / added to Summary Compensation Table total compensation in accordance with the SEC-mandated adjustments to calculate CAP to our PEO and average CAP to our non-PEO NEOs. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. No pension adjustments were made because we do not provide defined benefit pension arrangements for our NEOs.

(3)The measurement period for this Total Shareholder Return calculation is the last trading date before the first fiscal year in the table through the end of the last fiscal year covered by the table.

(4)The Peer Group for which Total Shareholder Return is provided in column (g) is the S&P Composite 1500 Packaged Foods & Meats Index.

(5)Adjusted Operating Income is a non-GAAP financial measure defined as operating income as reported under U.S. GAAP, adjusted to exclude the following items affecting comparability, which can impact the analysis of our underlying core business performance and trends: (a) for fiscal year 2026, incremental SG&A expenses attributed to the Bachan’s acquisition; restructuring, impairment and other, net; and Bachan’s operating loss; (b) for fiscal year 2025, restructuring and impairment charges and acquisition SG&A expenses; (c) for fiscal year 2024, restructuring and impairment charges; (d) for fiscal year 2023, impairment charges and Project Ascent expenses; and (e) for fiscal year 2022, changes in contingent consideration, restructuring and impairment charges, Project Ascent expenses and the impact of our ERP go-live which resulted in “pull-forward” sales from fiscal 2023 to fiscal 2022.


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PEO SCT Total to CAP Reconciliation


Fiscal Year		2026		2025		2024		2023		2022
	($)		($)		($)		($)		($)

SCT total		5,743,331			5,378,360			5,415,614			5,029,587	3,744,293
- Grant date fair value of stock awards granted in fiscal year		(3,500,074)			(3,000,112)			(2,850,173)			(2,599,848)	(2,299,929)
+ Fair value at fiscal year-end of outstanding and unvested stock awards granted in fiscal year		1,963,791			2,700,067			3,021,703			3,795,836	1,284,332
± Change in fair value of outstanding and unvested stock awards granted in prior fiscal years		(2,316,690)			(1,159,500)			80,059			2,470,478	(2,070,931)
± Fair value at vesting of stock awards granted in fiscal year that vested during fiscal year		—			—			—			—	—
± Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year		155,008			130,844			(43,643)			1,553,892	(922,243)
- Fair value as of prior fiscal year-end of stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year		—			—			—			—	—
+ Dividends or other earnings paid on stock awards in the fiscal year prior to the vesting date that are not otherwise included in the total compensation for the fiscal year		102,074			110,436			106,866			63,682	19,735
Compensation Actually Paid		2,147,440			4,160,095			5,730,426			10,313,627	(244,743)


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Non-PEO NEO Average SCT Total to Average CAP Reconciliation


Fiscal Year		2026		2025		2024		2023		2022
	($)		($)		($)		($)		($)

SCT Total		1,579,013			1,666,400			1,547,110			1,330,339	1,091,836
- Grant date fair value of stock awards granted in fiscal year		(600,098)			(549,936)			(477,488)			(395,995)	(404,890)
+ Fair value at fiscal year-end of outstanding and unvested stock awards granted in fiscal year		336,697			418,061			506,223			454,662	226,099
± Change in fair value of outstanding and unvested stock awards granted in prior fiscal years		(363,148)			(108,570)			437			267,012	(338,416)
± Fair value at vesting of stock awards granted in fiscal year that vested during fiscal year		—			—			—			—	—
± Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year		(10,973)			(11,133)			(5,209)			230,943	(157,829)
- Fair value as of prior fiscal year-end of stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year		—			(98,429)			—			(16,254)	—
+ Dividends or other earnings paid on stock awards in the fiscal year prior to the vesting date that are not otherwise included in the total compensation for the fiscal year		16,754			8,605			15,219			6,690	3,474
Average Compensation Actually Paid		958,245			1,324,998			1,586,292			1,877,397	420,274


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Charts of CAP Versus Performance Metrics

The chart below illustrates the relationship between the PEO and average Non-PEO CAP amounts and the Corporation’s and Peer Group’s TSR during fiscal years 2022-2026. TSR results assume an initial $100 investment on June 30, 2021.

$\"3459\"$


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The charts below illustrate the relationship between the PEO and Non-PEO CAP amounts and the Corporation’s Net Income and Adjusted Operating Income during fiscal years 2022-2026.

$\"3638\"$

$\"3640\"$


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Tabular List of Most Important Performance Measures

The three items listed below represent the most important performance metrics we used to determine CAP for fiscal 2026 as further described in our Compensation Discussion and Analysis.


Most Important Performance Measures

•Adjusted Operating Income
•Adjusted Net Sales
•Relative TSR

Policies and Practices for Granting Certain Equity Awards

The Board, at the recommendation of the Compensation Committee, approves all equity award grants to our NEOs on or before the grant date. The Compensation Committee’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs, following which they make a recommendation to the Board, which in turn reviews the recommendation and approves equity awards for our NEOs. Accordingly, annual equity awards are typically determined at the first Compensation Committee meeting of the fiscal year and reviewed and approved at the first Board meeting of the fiscal year. These grants are then made effective shortly after the date of filing of the Corporation’s Form 10-K for its prior fiscal year. On occasion, the Board may, at the recommendation of the Compensation Committee, grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. While the Board has discretionary authority to grant equity awards to our NEOs outside of the cycle described above, neither the Board nor the Compensation Committee take into account material non-public information when determining the timing or terms of equity awards, nor do they time disclosure of material non-public information for the purpose of affecting the value of executive compensation.

During fiscal 2026, the Corporation did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any Corporation periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Corporation Form 8-K that disclosed any material non-public information.


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Compensation of Directors

2026 Director Compensation Table

The following table summarizes compensation earned during fiscal 2026 by our directors (other than Mr. Ciesinski):


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)		All Other Compensation ($)(3)	Total ($)
(a)	(b)	(c)		(g)	(h)

Zena Srivatsa Arnold	75,000		134,988		2,561	212,549
Barbara L. Brasier	117,500		134,988		2,561	255,049
Robert L. Fox	107,500		134,988		2,561	245,049
Elliot K. Fullen	117,500		134,988		2,561	255,049
John B. Gerlach, Jr.	75,000		134,988		2,561	212,549
Alan F. Harris	192,500		134,988		2,561	330,049
Gregory L. Hughes	37,500		—		—	37,500
Michael H. Keown	97,500		134,988		2,561	235,049
George F. Knight III	85,000		134,988		2,561	222,549
Robert P. Ostryniec	132,500		134,988		2,561	270,049

(1)The amounts shown in column (b) represent compensation amounts discussed in the narrative below.

(2)The amounts reported in column (c) reflect the aggregate grant date fair value of restricted stock units received by each of our directors, which was computed in accordance with FASB ASC Topic 718. The assumptions used in determining these valuations are the same as those used in our financial statements. For fiscal 2026, those assumptions can be found in footnote 10 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026. The nonemployee directors had the following restricted stock units outstanding as of June 30, 2026: Ms. Arnold, 786; Ms. Brasier, 786; Mr. Fox, 786; Mr. Fullen, 786; Mr. Gerlach, 786; Mr. Harris, 786; Mr. Keown, 786; Mr. Knight, 786; and Mr. Ostryniec, 786. Except for Mr. Hughes, each nonemployee director during fiscal 2026 received a grant of 786 restricted stock units on November 20, 2025 under our 2025 Omnibus Incentive Plan. These grants of restricted stock units will vest on November 11, 2026. We anticipate that all of our nonemployee directors will receive a grant of restricted stock units with a market value of approximately $135,000 at the time of our 2026 Annual Meeting.

(3)The amounts shown in column (g) for nonemployee directors represent dividends paid on restricted stock awards that vested during fiscal 2026.

Our Compensation Committee reviews the level of compensation of our nonemployee directors on an annual basis. We have historically obtained data from a number of different sources to determine the appropriateness of the current level of compensation for our nonemployee directors, including:

•publicly available data describing director compensation at companies in our peer group;

•data collected by our corporate administration; and

•information obtained directly from other companies.


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We compensate our nonemployee directors through a mix of cash and equity-based compensation. Except as noted in the footnotes above, our nonemployee directors received compensation for fiscal 2026 at the following annual rates:

•a retainer of $75,000;

•$17,500 for the Chairperson of the Audit Committee;

•$15,000 for the Chairperson of the Compensation Committee;

•$10,000 for the Chairperson of any other committee, including the Nominating and Governance Committee and any ad-hoc committee;

•$10,000 for service on the Audit Committee;

•$7,500 for service on any other committee, including any ad-hoc committee;

•$100,000 for the Non-Executive Chairman of the Board; and

•a grant of 786 restricted stock units to each nonemployee director, with a market value of approximately $135,000 at the time of the grant.

We also reimburse expenses incurred by our nonemployee directors to attend Board and committee meetings. Directors who are also our employees do not receive cash or equity compensation for services on our Board in addition to compensation payable for their services as employees.

The restricted stock units granted to our nonemployee directors generally vest one year from the grant date, or earlier upon a change in control of the Corporation, or the death or disability of the recipient. Dividends on the restricted stock units are held in escrow until the units vest. The value of these grants is determined based on the recommendation of the Compensation Committee.

In 2012, the Board adopted and implemented share ownership guidelines to further align the interests of the Corporation’s independent directors and the Corporation’s shareholders. These were updated in 2016 to require each independent director to own common shares of the Corporation with a value equal to at least four times the annual cash retainer for independent directors. These new requirements were effective beginning in fiscal 2017. Each director to whom this policy applies shall have until the later of five years from the date of adoption of this policy or five years from the date such director became subject to this policy to achieve the applicable guideline level of ownership. As of June 30, 2026, all of the Corporation’s independent directors already met these guidelines or still had time to achieve these guidelines within the specified period of time.


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Equity Compensation Plan Information Table

The following table contains information as of June 30, 2026 regarding the Corporation’s 2025 Omnibus Incentive Plan and our 2015 Omnibus Incentive Plan:

Equity Compensation Plan Information


	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan category	(a)	(b)	(c)

Equity compensation plans approved by security holders	187,443	(1)	—	(2)	1,490,302
Equity compensation plans not approved by security holders	—		—		—
Total	187,443		—		1,490,302

(1)This amount includes 177,745 shares subject to outstanding RSUs and PSUs under the 2015 Omnibus Incentive Plan and 9,698 shares subject to outstanding RSUs under the 2025 Omnibus Incentive Plan, which was previously approved by shareholders. The number of shares subject to outstanding PSUs is presented using maximum levels for performance conditions for which the performance period has not been completed. Amount does not include outstanding stock-settled stock appreciation rights as the June 30, 2026 closing price of $114.16 was lower than the weighted-average exercise price of $175.76.

(2)The outstanding RSUs and PSUs included in column (a) do not have an exercise price. Accordingly, no weighted-average exercise price is reported in column (b).

Compensation Committee Interlocks and Insider Participation

Ms. Brasier and Messrs. Fox, Keown and Ostryniec served on the Compensation Committee during fiscal 2026. None of the members of the Compensation Committee during fiscal 2026 had at any time been an officer or employee of the Corporation or of any of its subsidiaries. None of the members of the Compensation Committee during fiscal 2026 had any related person transaction with the Corporation required to be disclosed under Item 404 of Regulation S-K. No executive officer of the Corporation served as a member of the compensation committee or board of directors of any other entity that had an executive officer serving as a member of the Board or Compensation Committee during fiscal 2026 such that the service would constitute an interlock under Item 407(e)(4) of Regulation S-K.


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Compensation Committee Report

The following report has been submitted by the Compensation Committee:

The Compensation Committee has reviewed and discussed the Corporation’s Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Corporation’s definitive Proxy Statement on Schedule 14A for the Annual Meeting, which is incorporated by reference in the Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, each as filed with the SEC.

The foregoing report was submitted by the Compensation Committee and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act.


	Respectfully submitted,

	Robert P. Ostryniec, Chairperson
	Barbara L. Brasier
	Robert L. Fox
	Michael H. Keown


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PROPOSAL TWO

Non-binding Vote on the Compensation of the Corporation’s Named Executive Officers

As required under Section 14A of the Exchange Act, we are asking you to cast an advisory (non-binding) vote on the following resolution at the 2026 Annual Meeting:

RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and related narratives and descriptions of our Proxy Statement for the 2026 Annual Meeting, is hereby APPROVED.

$\"Marzetti$

The Board of Directors recommends a vote “FOR” this proposal by executing and returning the enclosed proxy card.

This advisory vote, commonly known as a “Say-on-Pay” vote, gives you the opportunity to express your views about the compensation we pay to our named executive officers, as described in this Proxy Statement. The Board has determined that this advisory vote of our shareholders should occur annually. The Board believes that our executive compensation program is designed appropriately and working effectively to ensure that we compensate our named executive officers for the achievement of annual and long-term performance goals enhancing shareholder value. Before you vote, please review the “Executive Summary” section, as well as the rest of our Compensation Discussion and Analysis above and the tabular and narrative disclosure that follows the Compensation Discussion and Analysis. These sections describe our named executive officer pay programs and the rationale behind the decisions made by our Compensation Committee. The next shareholder advisory vote with respect to the compensation of our executive officers is expected to occur at our 2027 Annual Meeting.

You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution. The result of the Say-on-Pay vote will not be binding on the Corporation or our Board. However, the Board values the views of the Corporation’s shareholders. The Board and Compensation Committee will review the results of the vote and take them into consideration in addressing future compensation policies and decisions.


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Audit Committee Report

The Audit Committee is comprised solely of nonemployee directors, each of whom has been determined by the Board to be independent under the requirements of Nasdaq and SEC rules. In addition, the Board has determined that Ms. Brasier and Messrs. Harris and Knight qualified as “financial experts” under SEC rules. The Audit Committee held four meetings during fiscal 2026. The Audit Committee operates under a written charter, which is available on the corporate governance page of the Corporation’s website at investors.marzetticompany.com/governance. Under the charter, the Audit Committee’s responsibilities include:

•appointment and oversight of the independent auditor;

•approval of the fees and other compensation to be paid to the Corporation’s independent auditor;

•pre-approval of all auditing services and permitted non-audit services by the Corporation’s independent auditor;

•review of the Corporation’s annual financial statements to be included in the Corporation’s Annual Report on Form 10-K;

•oversight of the review and response to complaints made to the Corporation regarding accounting, internal controls and auditing matters;

•oversight of the internal audit function; and

•review and approval of related party transactions.

Management is responsible for the Corporation’s internal controls and preparing the Corporation’s consolidated financial statements and a report on management’s assessment of the effectiveness of internal control over financial reporting. The Corporation’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an independent audit of the consolidated financial statements and issuing a report thereon and also auditing the effectiveness of internal control over financial reporting and issuing a report thereon. Their audits are performed in accordance with the standards of the Public Company Accounting Oversight Board. The Audit Committee is responsible for overseeing the conduct of these activities and appointing the Corporation’s independent registered public accounting firm. In performing its oversight function, the Audit Committee relies, without independent verification, on the information provided to it and on representations made by management and the independent registered public accounting firm.

In conducting its oversight function, the Audit Committee discusses with the Corporation’s internal auditors and the Corporation’s independent registered public accounting firm, with and without management present, the overall scope and plans for their respective audits. The Audit Committee also reviews the Corporation’s programs and key initiatives to design, implement and maintain effective internal controls over financial reporting and disclosure controls. The Audit Committee has sole discretion, in its areas of responsibility and at the Corporation’s expense, to engage independent advisors as it deems appropriate and to approve the fees and retention terms of such advisors.

The Audit Committee meets with the internal auditors and independent registered public accounting firm, with and without management present, to discuss the results of their examinations, the evaluations of the Corporation’s internal controls and the overall quality of the Corporation’s financial reporting. The Audit Committee has reviewed and discussed with management and Deloitte & Touche LLP the audited financial statements for the fiscal year ended June 30, 2026. The Audit Committee has also reviewed and discussed management’s assessment of internal control over financial reporting with management and Deloitte & Touche LLP. The Audit Committee also reviewed and discussed with Deloitte & Touche LLP its reports on the Corporation’s annual financial statements, and that the Corporation maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026.


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The Audit Committee reviewed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee discussed with Deloitte & Touche LLP their independence from management, and the Audit Committee has received from Deloitte & Touche LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence.

Based on its review of the audited consolidated financial statements and discussions with management and Deloitte & Touche LLP, referred to above, the Audit Committee recommended to the Board the inclusion of the audited financial statements for the fiscal year ended June 30, 2026 in the Corporation’s Annual Report on Form 10-K for filing with the SEC.


	Respectfully submitted,

	Barbara L. Brasier, Chairperson
	Elliot K. Fullen
	Alan F. Harris
	George F. Knight III
	Robert P. Ostryniec


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PROPOSAL THREE

Ratification of the Selection of the Corporation’s Independent Registered Public Accounting Firm

Deloitte & Touche LLP, an independent registered public accounting firm, has served as the Corporation’s independent auditors since 1961 and audited the consolidated financial statements for the year ended June 30, 2026. The Audit Committee is directly responsible for the appointment of the Corporation’s independent registered public accounting firm and has appointed Deloitte & Touche LLP to audit the Corporation’s financial statements for the year ending June 30, 2027. Although it is not required to do so, the Audit Committee has determined to submit its selection of the independent registered public accounting firm to the Corporation’s shareholders for ratification of its action as a matter of good corporate governance. In the event that Deloitte & Touche LLP is not ratified at the Annual Meeting by the holders of a majority of the outstanding shares of Common Stock of the Corporation, the Audit Committee will evaluate such shareholder vote when considering the selection of an independent registered public accounting firm to serve as the Corporation’s auditors for the 2028 fiscal year.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

$\"Marzetti$

The Board of Directors recommends a vote “FOR” the ratification of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending June 30, 2027 by executing and returning the enclosed proxy card.


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Audit and Related Fees

The following table recaps Deloitte & Touche LLP fees pertaining to the fiscal years ended June 30, 2026 and 2025:


	2026		2025
	($)	($)

Audit Fees	2,254,677		1,927,750
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees(1)	4,093		4,093
Total Fees	2,258,770		1,931,843

(1) All Other Fees consist of fees for access to accounting research software.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has established a policy regarding review and pre-approval of all audit and non-audit services expected to be performed by the Corporation’s independent registered public accounting firm. When considering requests for non-audit services, the Audit Committee evaluates whether the proposed engagement risks compromise the accounting firm’s independence by specifically considering the volume of the proposed non-audit services and whether those non-audit services are likely to cause the accounting firm to function in a management role, to be put in the position of auditing its own work, or to serve in an advocacy role for the Corporation. Absent strong countervailing considerations, the Audit Committee will generally not approve non-audit services if the aggregate fees for non-audit services for the year will exceed the aggregate fees for audit services, audit-related services and tax compliance services for the year. The policy also prohibits the Corporation’s accounting firm from providing certain services described in the policy as prohibited services.

Generally, requests for non-audit services are submitted in writing to the Audit Committee by the Corporation’s officer or employee requesting such services, along with specific supporting information described in the policy. Typically, the Audit Committee will approve non-audit services provided by the accounting firm that are closely related to the audit services, audit-related services and tax compliance services already being provided by the accounting firm, including due diligence services, subject to the fee policy described above. Between Audit Committee meetings, any two Audit Committee members may review and approve requests for non-audit services in accordance with the policy that are budgeted for $50,000 or less, provided that the pre-approval is reported not later than the next meeting of the Audit Committee.

The Audit Committee’s pre-approval policies and procedures for non-audit services are described in the “Statement of Policy of the Audit Committee of The Marzetti Company Pre-Approval of Engagements With the Independent Registered Public Accounting Firm for Non-Audit Services,” which is attached to the Corporation’s Audit Committee charter as Appendix A. For the fiscal year ended June 30, 2026, any and all non-audit services described above and classified in “All Other Fees” were pre-approved by the Audit Committee.


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Certain Relationships and Related Transactions

Mr. John B. Gerlach, Jr. serves as a Director of the Corporation. He is the son of Mrs. Dareth A. Gerlach, a beneficial owner of more than five percent of the Corporation’s common stock.

The Corporation’s Audit Committee reviews and approves or ratifies any transaction between the Corporation and a “related person” (as that term is defined under Item 404 of Regulation S-K) that is required to be disclosed under the SEC’s related person transaction rules. In general, the Audit Committee charter provides that, when reviewing related person transactions, the Audit Committee will consider the following:

•the nature of the related person’s interest in the transaction;

•the material terms of the transaction;

•the significance of the transaction to the related person;

•the significance of the transaction to the Corporation;

•whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Corporation; and

•any other matters the Audit Committee deems appropriate.

In the event of any conflict between this related persons transaction policy and any similar policies contained in the Corporation’s Code of Conduct or other corporate governance documents, the terms of the related persons transaction policy will control. This related persons transaction policy is contained in the Audit Committee charter, a current copy of which is posted on the corporate governance page of the Corporation’s website at investors.marzetticompany.com/governance. There were no transactions required to be disclosed under Item 404(a).

Shareholder Proposals

Shareholder proposals intended to be included in the Proxy Statement for the 2027 Annual Meeting of Shareholders must be received by the Secretary of the Corporation at its principal executive offices no later than June 15, 2027. In addition, under the advance notice provision of the Corporation’s Second Amended and Restated Code of Regulations, shareholder proposals received by the Secretary of the Corporation less than 60 days or more than 90 days before the 2027 Annual Meeting (or, if less than 75 days’ notice or prior public disclosure of the date of the 2027 Annual Meeting is given or made, by the close of business on the 15th day after the date on which such notice or disclosure of the date of the 2027 Annual Meeting is first given or made) will be untimely and will not be considered at that meeting. The advance notice provisions of our Regulations do not change the deadline noted above for inclusion of shareholder proposals in the Corporation’s Proxy Statement. In order to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our Board’s nominees must provide notice to the Secretary of the Corporation that sets forth the information required by Rule 14a-19 under the Exchange Act no later than September 12, 2027.


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Other Matters

As of the date of this Proxy Statement, the Board knows of no other business that will come before the Annual Meeting. Should any other matter requiring the vote of the shareholders arise, the enclosed proxy confers upon the proxy holders discretionary authority to vote the same in respect to the resolution of such other matters as they, in their best judgment, believe to be in the interest of the Corporation. For information on how to attend and vote during the Annual Meeting, please review the information below or contact the Corporation’s Secretary at 380 Polaris Parkway, Suite 400, Westerville, Ohio 43082 or (614) 224-7141 or ir@marzetti.com.

If you share an address with another of our shareholders and wish to have your future proxy statements and annual reports householded, please contact our Corporate Secretary at the above address or telephone number.

Information about the 2026 Virtual Annual Meeting and Voting Electronically

Shareholders of record may vote all shares registered in their name during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/MZTI2026 and entering the 16-digit control number included on the proxy card.

Following the formal business portion of the meeting, the Corporation plans to conduct a question-and-answer session during which shareholders of record may submit questions. Shareholders who are logged into the webcast can submit a question beginning 15 minutes prior to the start of the Annual Meeting and continuing until the time that the question-and-answer session is concluded, by simply typing it into the “ask a question” box and clicking “submit”. All submitted questions should follow the Rules of Conduct posted at www.virtualshareholdermeeting.com/MZTI2026. The Rules of Conduct will also be available one week in advance of the Annual Meeting at investors.marzetticompany.com.

Any shareholder who is having challenges logging into or participating in the Annual Meeting can access toll-free technical support by calling the telephone number that will be posted on the Virtual Annual Meeting login page.

A replay of the Annual Meeting, including the questions answered during the meeting, will be available on our website at investors.marzetticompany.com for 30 days after the Annual Meeting.


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Appendix A - Reconciliation of GAAP to non-GAAP Financial Measures

The Marzetti Company prepares its consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). However, from time to time, the Corporation may present in its public statements, press releases and SEC filings, non-GAAP financial measures such as Adjusted Net Sales and Adjusted Operating Income. Management considers such non-GAAP financial measures to provide useful supplemental information to investors in facilitating year-over-year comparisons by removing non-recurring items or other items that management believes do not directly reflect the underlying operations. Additionally, these non-GAAP measures are used by the Compensation Committee of the Board in determining incentive compensation payouts. This Appendix includes reconciliations of the non-GAAP measures to the most comparable GAAP financial measures. The Corporation’s definitions of these non-GAAP measures may differ from similarly titled measures used by other companies. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.

Reconciliation of Reported Net Sales to Adjusted Net Sales

Adjusted Net Sales is a non-GAAP financial measure that excludes non-core sales attributed to a temporary supply agreement made in connection with our February 2025 acquisition of Winland’s Atlanta-based sauce and dressing production facility. Adjusted Net Sales also exclude net sales attributed to Bachan’s, Inc. which was acquired May 1, 2026. The following table presents a reconciliation between net sales as reported in accordance with GAAP and Adjusted Net Sales for the fiscal year ended June 30, 2026.


			2026
	($ in Millions)		($)

	Reported Net Sales		1,929.8
	Temporary Supply Agreement Net Sales		(20.4)
	Bachan’s Net Sales		(15.4)
	Adjusted Net Sales (non-GAAP)(1)		1,894.0

(1)Adjusted Net Sales above does not agree with our Form 10-K Adjusted Net Sales due to the exclusion of Bachan’s net sales.


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Reconciliation of Reported Operating Income to Adjusted Operating Income

Adjusted Operating Income is a non-GAAP financial measure that excludes certain items affecting comparability, which can impact the analysis of our underlying core business performance and trends. For fiscal year 2026, the adjustments reflect incremental SG&A expenses attributed to the Bachan’s acquisition; restructuring, impairment and other, net, which consists of restructuring and impairment charges resulting from the closure of our sauce and dressing production facility in Milpitas, California, the gain on the sale of the Milpitas real property, and charges related to the impairment of manufacturing equipment, net of a recovery through an insurance claim; and Bachan’s operating loss. The following table presents a reconciliation between operating income as reported in accordance with GAAP and Adjusted Operating Income for the fiscal year ended June 30, 2026.


			2026
	($ in Millions)		($)

	Reported Operating Income		238.7

	SG&A Expenses - Acquisition Costs		14.5

	Restructuring, Impairment and Other, Net		(16.0)
	Bachan’s Operating Loss		0.7
	Adjusted Operating Income (non-GAAP)(1)		237.9

(1)Adjusted Operating Income above does not agree with our Form 10-K Adjusted Operating Income due to the exclusion of Bachan’s operating loss.


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