The Marzetti Company (MZTI)
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AGM 2020

Nov 11, 2020

Jay Gerlach
Executive Chairman, Lancaster Colony Corporation

Good afternoon. The 2020 Annual Meeting of Shareholders of Lancaster Colony Corporation will please come to order? I'm Jay Gerlach, Executive Chairman of Lancaster Colony, and I'm pleased to welcome you to our first virtual annual meeting. Our shareholders are attending through the designated web portal today, hosted by our transfer agent, Broadridge. The rules of conduct for participating today were posted on the company's website on November 3, 2020. As always, following adjournment of the formal business today, we will try to answer any questions submitted through the portal pursuant to the rules posted on our website. Please note that the recording of this annual meeting, including any screenshots, is strictly prohibited.

As is our custom, I'd like to introduce to the shareholders those of our officers, directors, and director nominees who are with us today: Millie Vande Poole, Barb Brasier, Bill Carter, Dave Ciesinski, Bob Fox, Alan Harris, Mike Cowan, and Bob Astranek. As you've already read in our proxy statement, Ken Cook, an independent director and chair of our audit committee, passed away recently. Our thoughts and prayers go out to his family. We will miss Ken greatly and continue to benefit from the many contributions that he made to our company over the past 10 years. For the time being, the board has elected to reduce the number of seats on the board of directors rather than leave an unfilled vacancy. We expect to begin a search for a new director in the near future.

I'd also like to introduce Tom Pigott, Chief Financial Officer; Matt Schurte, Secretary and General Counsel; Dale Ganobsik, Treasurer; and Janet Merch, Corporate Controller. I'd like to welcome Scott Homer, Adam Gonot, and Dan Eichenhauer from our independent auditor, Deloitte & Touche. The company has received affidavits executed by our mailing agent, certifying that notice of the meeting has been duly given and was mailed on or about October 13th, 2020, to all shareholders of record as of September 14th, 2020, the record date for voting at this meeting. We are advised by Broadridge Financial Solutions that the corporation had 27,537,277 common shares outstanding and entitled to vote as of the record date. Matt Schurte and Amy Pavich of Broadridge will serve as inspectors of election and tellers for the purpose of undertaking any tabulation that may be necessary in connection with counting shareholder votes.

May I have a report on the presence of a quorum?

Operator

Yes. I report that more than a majority of the outstanding shares entitled to vote are present in person or by proxy at this meeting. We have a quorum.

Jay Gerlach
Executive Chairman, Lancaster Colony Corporation

Thank you. On the basis of this report, I find that proper notice of the meeting has been given and a quorum is present. If you are a shareholder who has not previously submitted a proxy or if you wish to revoke your proxy by voting during this meeting, you may do so by submitting your vote through the designated web portal as explained in the rules of conduct for this meeting. We're now ready to transact business. The first order of business before the shareholders today is the election of three directors to serve until the 2023 Annual Meeting and until their successors are duly elected and qualified. The board has nominated Bob Fox, Bob Astranek, and me following recommendation by the Nominating and Governance Committee. The second order of business before the shareholders is the non-binding approval of the compensation of our named executive officers.

The board and the compensation committee recommend a vote in favor of this proposal. The third order of business before the shareholders is the ratification of Deloitte & Touche LLP as the corporation's independent registered public accounting firm for our fiscal year ending June 30, 2021. The board and the audit committee recommend a vote in favor of this proposal. Polls are now open. Any shareholder who has not yet voted or wishes to change their vote can do so by submitting your vote through the designated web portal as explained in the rules of conduct for this meeting. Any questions about the matters in the agenda being voted on may also be submitted via the meeting web portal. We will wait a moment for voting and questions. Now that all shareholders have had an opportunity to vote and submit questions, I declare the polls closed.

At this time, I'd like to ask the secretary to report the preliminary results of the matters voted upon today.

Matt Schurte
Secretary and General Counsel, Lancaster Colony Corporation

I hereby report that based upon our preliminary results, our nominees have been elected to the board of directors, the compensation of our named executive officers has been approved, and our independent auditor has been ratified.

Jay Gerlach
Executive Chairman, Lancaster Colony Corporation

Thank you. The inspectors of election will furnish the company with a written report of the final count, which will be included in our minutes and made available publicly on a current report filed with the Securities and Exchange Commission and available on our website. As mentioned earlier, we have present with us today representatives of our independent auditor, Deloitte & Touche. If you have any questions for them, please submit those questions to the portal at this time. Seeing no questions, this concludes the formal business of our annual meeting, which is now officially adjourned. I'll now share a couple of comments, and Dave will follow, and then we'll be happy to take your questions. Most importantly, I'd like to thank our entire workforce for their dedication, effort, and flexibility in working through the challenges of the last eight months to meet the unexpected demand fluctuations from our consumers.

They've adapted quickly to the new safety protocols, new work environments, and new processes across the business. They've delivered on our role in the food supply chain and done it safely. With these challenges still ongoing, they give us confidence we can continue to successfully meet them into the future. The board did approve an increase in our quarterly dividend rate this morning to $0.75 per share, starting with the dividend payable December 31. We are very pleased to be able to mark our 58th year of annual dividend increases. As I introduce our CEO, Dave Ciesinski, let me thank him for his extraordinary leadership through this unique time. Dave?

Dave Ciesinski
CEO, Lancaster Colony Corporation

Thank you, Jay. Good afternoon, everyone. It's a pleasure to be here with you today. Four years ago, we launched our Better Food Company Growth Plan, which consists of three simple pillars: accelerate our base business growth, simplify our supply chain, reduce our costs and grow our margins, and identify and execute complementary M&A to grow our core. We wrapped our growth plan in a transcendent vision to be the Better Food Company: better people driven by purpose, making better food in a better, more collaborative culture, working in unison to make the world around us a little bit better place every day. Four years ago, we could not have imagined the nature of the challenges that lay ahead. Nevertheless, this vision has served us well.

During the last four years, including the disruption and dislocation brought about by the coronavirus, our vision to be the Better Food Company has defined who we as a company are and what we as a company aspire to be. As we look back at fiscal year 2020, I'd like to begin by extending a sincere thank you to the entire Lancaster Colony team for their tremendous effort as we confronted the impacts of the coronavirus pandemic. From frontline workers at our plants and distribution centers to all the associates and leaders throughout our business, I'm extremely proud of how our teammates have pulled together and worked in common cause to meet the shifting demands of our business.

From the onset of the coronavirus pandemic, we've remained steadfast that our mission is fixed: number one, to provide for the health, safety, and welfare of our teammates; and number two, to ensure that we continue to play our role in our country's vital food supply chain. Despite all the uncertainty and the obstacles that the coronavirus pandemic has imposed on our business, fiscal year 2020 was a year of continued growth for Lancaster Colony as our net sales increased 2% to over $1.33 billion. Retail net sales benefited from higher demand as the impacts of the coronavirus drove increased at-home food consumption for our New York Bakery frozen garlic bread business, Sister Schubert's frozen dinner rolls, and Olive Garden dressings.

Recent new product introductions also contributed to the increased retail sales, including a single bottle offering for Buffalo Wild Wings sauces and a regional pilot test for Chick-fil-A sauces in Florida. After a solid start to the first half of fiscal year 2020, the food service segment was adversely impacted by the coronavirus, particularly in the months of March and April, but recovered notably in May and June, led by the quick-service restaurant customers within our national account base. Despite the unfavorable influences of the coronavirus, we increased our gross profit by 9.8% to $358 million. The gross profit improvement was driven by the favorable sales mix, our cost savings programs, and improved net price realization in retail.

Notable offsets to gross profit attributed to coronavirus included much-deserved wage rate increases for our frontline employees, or hazard pay, and in keeping with our top priority investments to promote safe operations at all of our facilities. None of this would have been possible without the selfless service, creativity, and devotion of our frontline associates. Rarely a day passed by when I was not inspired by their optimism, humbled by their actions, or motivated by their commitment to be the Better Food Company. Looking ahead to fiscal year 2021, sales for both retail and food service segments will remain subject to the shifts in demand resulting from the coronavirus. The extent and the duration of the pandemic-related impacts are unpredictable and contingent upon the future spread of the virus.

That said, we anticipate continued top-line growth in the retail segment from shelf-stable dressings and sauces sold under license agreements, most notably Chick-fil-A sauces, Buffalo Wild Wings sauces, and Olive Garden dressings. In food service, the heavier mix of our business towards quick-service restaurants, which represents over 60% of our food service segment's total sales, will remain a positive in the current environment. On the commodity front, we are projecting a moderate rise in fiscal year 2021 following a favorable year in fiscal year 2020. We expect that our cost savings programs and favorable net price realization will help to offset the commodity cost inflation. With respect to our ERP initiative, Project Ascent, we recently completed the design and build phase as planned and we're now into the test phase. We expect to finish the test phase near the end of fiscal year 2021, followed by the deployment phase.

Project Ascent and our new ERP system are critical to our long-term growth. The platform and the capabilities we are building will provide a myriad of new pathways to growth. Strategically, as we look ahead to fiscal year 2021, we will continue to leverage the combined strength of our team, our operating strategy, and our balance sheet in support of the three simple pillars of our growth plan. In keeping with our vision to be the Better Food Company, I'd also like to share with you some discrete actions that we have underway here at Lancaster Colony in fiscal year 2021 to do our part to eradicate racism and commit to diversity, inclusion, and belonging both in the workplace and in the communities where we operate.

First, we established a new position within our organization, Vice President of Corporate Affairs and Government Relations, to provide leadership in developing and executing plans to drive our company's engagement in state and local government, corporate citizenship, social responsibility, and sustainability initiatives. I'm pleased to announce the hiring of Clarence Mingo to this position effective August 17th. Clarence's role will include oversight of our diversity and inclusion programs. Second, I'm happy to share that Lancaster Colony has formally adopted a diversity hiring statement, otherwise known as the Rooney Rule, which reinforces our commitment to including highly qualified women and minority candidates as well as qualified candidates with other diverse backgrounds, skills, and experiences in the pool of candidates we consider for new leadership positions. Third, I'm excited to announce that we've entered into a partnership with Cristo Rey High School here in Columbus, Ohio.

Cristo Rey provides a work-study model of education for students from low-income families, whereby corporate partners provide both tuition support and work-study mentorship for the students. Cristo Rey High School was established in 2017 and has been nourishing the growth of students and sponsors alike since its inception. Finally, in support of our team members here at Lancaster Colony, we will be establishing an employee relief fund. The purpose of this program will be to assist our employees that encounter tragic life events that result in financial hardship. While the company plans to make an annual contribution to this fund, our employees can also support the fund through their personal donations. In closing, I would like to thank the entire team here at Lancaster Colony for all they have done to make fiscal year 2020 a success despite all of the unprecedented challenges.

I would also like to thank you, our shareholders and stakeholders, including our customers and suppliers, for your ongoing support. We look forward to partnering with you in our pursuit of the opportunities that lie ahead.

Jay Gerlach
Executive Chairman, Lancaster Colony Corporation

Thank you, Dave. Please use the meeting web portal to submit any questions you may have.

Matt Schurte
Secretary and General Counsel, Lancaster Colony Corporation

This is Matt Schurte. We have had one question submitted. It's actually two questions submitted by one shareholder, so I'm going to break it down as such and read them for the benefit of all those listening. The first question is stated as, "The Trump tax cut gave Lancaster an immediate boost in earnings and stock price. Should we expect the opposite if the new administration reverses the cuts?" The second question is, "In view of the current economic conditions, will we be holding back on near-term acquisitions?

Dave Ciesinski
CEO, Lancaster Colony Corporation

That's a great question, and I'm pleased to share an answer with you. First of all, on the tax, while we were a net beneficiary of the change in tax legislation, it did, in fact, provide us with a boost in earnings. Honestly, I don't feel like we're in a position yet to speculate on what the impact would be to our stock price and, for that matter, earnings, for a couple of reasons. Just a little bit earlier today, it was announced that it sounds like the Senate seat in Alaska flipped to or actually was retained by a Republican, giving the Republicans now in the Senate a 50 to 48 majority in the Senate, increasing the likelihood that they hold on to the Senate and thereby making it a little bit more difficult for changes in tax legislation. Even having said that, we're in a change.

At this point, it would be difficult for us to speculate what changes might be affected and how they would impact our company or, for that matter, any other company. I think what we're probably in a better position to answer is what our thoughts are on M&A. Here, I can tell you that the business continues to grow. The business continues to generate very strong cash flow that gives us strategic flexibility across a number of different dimensions. Management works with our Executive Chairman, Jay Gerlach, and our board to put together a capital allocation strategy. We reviewed it today, actually, a little bit earlier, as we do on a regular basis. What I would tell you is what's likely to gate any decision we make on acquisitions is likely to be just a factor of what else we have strategically going on in our business.

I think you heard in my comments earlier that we are in the midst of our Project Ascent ERP initiative, which is a big undertaking and a complex project. We are also in the throes of a pandemic. Because of those two things working together, we are likely to be somewhat cautious about moving aggressively into an acquisition in the near term. We feel like the business has a lot of momentum behind organic innovation and growth, and we really want to make sure that we successfully implement the ERP initiative and we get through the pandemic with our people safe and the business in good shape, and then leverage our new ERP platform to really focus on growth into the future.

Matt Schurte
Secretary and General Counsel, Lancaster Colony Corporation

Mr. Chairman, at this time, no further questions have been submitted.

Jay Gerlach
Executive Chairman, Lancaster Colony Corporation

Thank you, and thank you all for joining us today. We wish you a happy Thanksgiving and stay well.

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