Natural Grocers by Vitamin Cottage, Inc. (NGVC)
NYSE: NGVC · Real-Time Price · USD
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May 4, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Mar 4, 2026

Heather Isely
EVP, Corporate Secretary, and Chairperson of Compensation Committee, Natural Grocers by Vitamin Cottage

Thank you for standing by and welcome to the Natural Grocers by Vitamin Cottage Inc. 2026 Annual Meeting. I'll now turn the call over to Kemper Isely. You may begin.

Kemper Isely
Chairman and Co-President, Natural Grocers by Vitamin Cottage

Good afternoon. My name is Kemper Isely. I serve as the Chairman and Co-President of Natural Grocers by Vitamin Cottage, Incorporated. Welcome to the company's 2026 Annual Meeting of Stockholders. Before I get started, I would like to recognize those of our employees who are also stockholders and thank them for their dedication and daily contributions to the company's success. An agenda that outlines the order of business for the meeting has been made available on the virtual annual meeting site. The matters on which the stockholders are voting are, first, to elect 3 Class II directors, and second, to ratify the appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ending September 30, 2026. I would like to begin the meeting by introducing the current members of our board of directors and management who are with us today.

On the line today, we have Zephyr Isely, who is also a Co-President. Heather Isely, who serves as Chairperson of our Compensation Committee and is also an Executive Vice President and our Corporate Secretary. Elizabeth Isely, who is also an Executive Vice President. Sandra Buffa, an Independent Director. Ed Cerkovnik, an Independent Director. And David Rooney, an Independent Director and Chairman of our Audit Committee. Also joining us today is Jonathan Dillon, our General Counsel, and Richard Hallé, our Chief Financial Officer. Mr. Hallé and Mr. Dillon do not serve on our board. Heather will serve as Secretary of the meeting and will record the proceedings.

She has delivered to me an affidavit of Broadridge Financial Solutions, which states that on January 22nd, 2026, proxy materials were distributed to all stockholders of record as of the close of business on January 13, 2026, the record date for this meeting. The affidavit will be filed with the minutes of this meeting. Heather will now discuss the procedures for transacting the business of the meeting.

Heather Isely
EVP, Corporate Secretary, and Chairperson of Compensation Committee, Natural Grocers by Vitamin Cottage

Thank you, Kemper. Good afternoon, everyone. As Kemper mentioned, the annual meeting agenda is available on the virtual annual meeting portal. The meeting will take place as described in the agenda. As discussed in our proxy statement, we will be responding to questions previously submitted by stockholders via our annual meeting voting portal in advance of the annual meeting, and we will not be taking live questions during today's meeting. You will be able to vote your shares during the annual meeting by following the voting instructions on our virtual annual meeting platform. In order to vote during the meeting, you will be required to log in with your 16-digit control number included in your proxy materials.

If you are unable to locate your control number, you will be able to participate in the virtual annual meeting as a guest, but will be unable to vote your shares during the meeting. If you have any technical difficulties during the meeting, please call 800-586-1548 for assistance. After I review the proposals to be voted on, I will invite Kemper to offer some remarks about the company and our business. When the report of the Inspector of Election is complete, I will announce the results. I hereby appoint Jonathan Dillon, the company's General Counsel, as Inspector of Election for the meeting in any adjournment or postponement. He has signed an oath to act as Inspector of Election. The oath will be filed with the minutes of this meeting.

I would like to remind you that you may vote your shares online at any time prior to the closing of the polls, which will occur following Kemper's prepared remarks. The Inspector has a stockholder list of the company as of the close of business on January 13th, 2026, the record date for determining the stockholders eligible to vote at this meeting. The stockholder list identifies the registered stockholders and the number of shares they are entitled to vote at this meeting. This list is available upon request if any stockholder wishes to examine it and will be filed with the minutes of this meeting. The Inspector of Election has informed me that in excess of the majority of the outstanding shares of common stock entitled to vote are represented in person or by proxy at this meeting. A quorum is therefore present for the meeting.

I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. The first item of business is the election of Zephyr Isely, David Rooney, and Sandra Buffa, the Class II director nominees. As described in the proxy statement, Mr. Isely, Mr. Rooney and Ms. Buffa have been nominated by the Board of Directors to serve as Class II director of the company for a three-year term ending at the company's 2029 annual meeting. In accordance with the company's bylaws, stockholders were required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. As indicated in our proxy statement, the Board of Directors recommends that the stockholders vote to elect the director nominees.

The second item of business is to ratify the appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ending September 30th, 2026. At this time, I would like to recognize Mark Eller, who is on the line today on behalf of KPMG. There were no questions submitted for KPMG in advance of the annual meeting.

The board of directors recommends that the stockholders vote in favor of this proposal. The Inspector of Election will deliver a report on the preliminary results of the voting later in the meeting after tabulation has been completed. I will now invite Kemper to offer some remarks about the company and our business. Once the report of the Inspector of Election has been delivered, I will announce the voting results. Before Kemper offers his remarks about the company, Jonathan Dillon, our General Counsel, and the Inspector of Election, has an announcement to make.

Jonathan Dillon
General Counsel and Inspector of Election, Natural Grocers by Vitamin Cottage

If you have not already voted online, please do so at this time, as Kemper will close the polls after his remarks. Before Kemper begins, a few quick reminders. Certain information discussed today are forward-looking statements based on current expectations and assumptions and are subject to risks and uncertainties. Actual results could differ materially from those described in the forward-looking statements due to a variety of factors, including the risks and uncertainties detailed in the company's most recently filed Form 10-Q and Form 10-K. The company undertakes no obligation to update forward-looking statements. Kemper.

Kemper Isely
Chairman and Co-President, Natural Grocers by Vitamin Cottage

Thank you, Jonathan. Fiscal year 2025 was an outstanding year for our company. We achieved record financial performance in fiscal 2025, exceeding our goals for sales growth and diluted earnings per share. Fiscal 2025 also marked our 22nd consecutive year of positive comparable store sales growth. Consumers continue to be drawn to our differentiated offering of high quality, natural and organic products, reflecting their prioritization of health and wellness, including food and nutrition. In November 2025, we announced that our board had increased our quarterly cash dividend by 25% to $0.15 per common share, reflecting our strong fiscal 2025 operating performance and financial position, as well as confidence in our ability to create long-term stockholder value. Our capital allocation strategy demonstrates our commitment to returning capital to our stockholders while continuing to invest in our business to drive unit growth.

This past August, our company celebrated its 70th anniversary of serving our communities by offering quality products at affordable prices, caring for our crew and communities, and providing free nutrition education. When my parents founded the company in 1955, it was on the conviction that nutrition is the foundation of good health. For the past 70 years, we have provided free nutrition education because we believe it empowers our customers, crew, and communities to improve their well-being. We are proud of this legacy and work hard to ensure that our store's operations and supply chain reflect these values. In fiscal year 2025, we invested more than $7 million to offer free evidence-based nutrition education services provided by our in-store nutritional health coaches to positively impact the health and wellness of our customers, crew, and communities.

Last month, we released our fiscal year 2025 sustainability report, which is accessible on our website. We encourage you to read our sustainability report for more information on our differentiated nutrition education program, product standards, commitment to regenerative agriculture, investment in our crew, and our many partnerships that strengthen communities and protect the environment. As we look forward to the many opportunities in fiscal 2026 and beyond, we remain focused on enhancing stockholder value by executing on our founding principles, leveraging our differentiated model, and driving profitable growth. We received one stockholder question prior to the meeting, which asked us to address our plans to keep Natural Grocers quality products affordable. Affordability is one of our five founding principles and a key differentiator. We believe everyone should be able to afford high quality, natural, and organic products.

We support affordable pricing through our operating model, including smaller-store format without meat counters or delis, which lowers costs. In fall 2025, we launched our Even More Affordable Prices! campaign, offering discounts on a rotating assortment of staple items. We continued to expand our Natural Grocers Brand products, adding 119 new private label items in fiscal 2025 that meet our rigorous quality standards at affordable prices. We maintain pricing discipline through regular benchmarking of like for like items against national peers. Affordability remains a strategic priority for Natural Grocers, supporting customer loyalty, traffic, and long-term sustainable growth. Thanks for the question. Let me now declare the polls closed. I understand that the votes have been counted and the preliminary report of the Inspector of Election has been delivered to the company.

Heather, will you please announce the preliminary results of the stockholders' vote?

Jonathan Dillon
General Counsel and Inspector of Election, Natural Grocers by Vitamin Cottage

The preliminary report of the Inspector of Election indicates that Zephyr Isely has been elected as a Class II director by the stockholders. Mr. Isely received 16,026,727 affirmative votes. Mr. Isely received more than a plurality of the votes cast at the meeting and has been elected as a director for a three-year term ending at the 2029 annual meeting. David Rooney has been elected as a Class II director by the stockholders. Mr. Rooney received 16,760,662 affirmative votes. Mr. Rooney received more than a plurality of the votes cast at the meeting and has been elected as a director for a three-year term ending at the 2029 annual meeting. Sandra Buffa has been elected as a Class II director by the stockholders. Ms.

Buffa received 17,466,551 affirmative votes. Ms. Buffa received more than a plurality of the votes cast at the meeting, has been elected as a director for a three-year term ending at the 2029 annual meeting. Ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending September 30, 2026, has been approved by the stockholders by the affirmative vote of 21,071,794 votes, representing more than a majority of the votes cast at the meeting. Back to you, Kemper Isely.

Kemper Isely
Chairman and Co-President, Natural Grocers by Vitamin Cottage

Thank you, Heather. I request that the final report of the Inspector of the Election be filed with the minutes of the meeting. Details of the voting results will be available to all stockholders in our filings with the SEC within four business days. You have now heard the results of the voting, and this completes the business to be conducted at this meeting. Since there are no other matters to come before the meeting, the annual meeting is now adjourned. Thank you for attending our meeting today. We wish all of you a prosperous 2026, and we look forward to engaging with you at next year's annual meeting. Goodbye. This concludes today's annual meeting. You may now disconnect.

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