Tractor Supply Company (TSCO)
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AGM 2022

May 11, 2022

Operator

Hello, and welcome to the annual meeting of stockholders of Tractor Supply Company. I am the operator for this meeting. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. Shareholders can submit questions or comments by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Cynthia Jamison, Chairman of the Board of Directors of Tractor Supply Company. Ms. Jamison, the floor is yours.

Cynthia T. Jamison
Chairman of the Board of Directors, Tractor Supply Company

Good morning. My name is Cindy Jamison, and I am the Chairman of the Board of Directors of Tractor Supply Company. On behalf of the company, I'd like to welcome you to the 2022 annual meeting of shareholders. This meeting is being held virtually via webcast. We are committed to open dialogue with shareholders and appreciate your engagement with us. It is now 8:00 A.M. Central Standard Time, and in accordance with the notice of this meeting, the meeting is now formally called to order. The meeting will be conducted in accordance with the rules of conduct available on the meeting website. The purpose of today's meeting is to consider each of the items set forth in the notice of this meeting. Until voting is closed, you may vote your shares using the vote function of the meeting website if you have not already done so.

If you have a question or comment that relates to a proposal being presented, please submit it through the meeting website as soon as possible and prior to the discussion of the proposal, if possible. Once we have considered each of the items in the proxy statement and voting is closed, we will adjourn the formal business portion of this meeting, and we'll have a question-and-answer session. Following the close of voting, we will announce preliminary results of this meeting. First, let me introduce the other individuals who have been nominated along with myself to serve as directors on our board until the 2023 annual meeting of stockholders. Joy Brown. Joy previously served as Chief Data Officer for Verizon Media Group. Ricardo Cardenas. Rick is the President and Chief Operating Officer of Darden Restaurants. Denise L. Jackson.

Denise is the Chief Legal Officer and Corporate Secretary of AMN Healthcare Services. Thomas A. Kingsbury. Tom previously served as the Chairman of the Board, President, and Chief Executive Officer of Burlington Stores. Ramkumar Krishnan. Ram is the Chief Executive Officer, International Beverages, and Chief Commercial Officer for PepsiCo. Edna K. Morris. Edna is the Chief Executive Officer of Range Restaurant Group and is a Senior Advisor to the Grocery, Pharmacy, and Restaurants Group of Solomon Partners. Mark J. Weikel. Mark previously served as the President and Chief Executive Officer of Retail Optical North America, and Luxottica Group. Harry A. Lawton III. Hal is our President and Chief Executive Officer of Tractor Supply Company. I would also like to introduce the following members of the Tractor Supply Company management team who are with us today. Kurt Barton, Executive Vice President, Chief Financial Officer, and Treasurer.

Melissa Kersey, Executive Vice President, Chief Human Resources Officer. Rob Mills, Executive Vice President, Chief Technology, Digital Commerce, and Strategy Officer. John Ordus, Executive Vice President, Chief Stores Officer. Seth Estep, Executive Vice President, Chief Merchandising Officer. Colin Yankee, Executive Vice President, Chief Supply Chain Officer. Matthew Rubin, Senior Vice President, General Manager of PetSense. Christi Korzekwa, Senior Vice President, Chief Marketing Officer. Noni L. Ellison, Senior Vice President, General Counsel, and Corporate Secretary. I would also like to introduce Doug Ives from our transfer agent, Computershare, who is serving as our Inspector of Election. Finally, I'd like to introduce Ritu Furlan from EY, our independent auditors, who will be available to respond to appropriate questions from stockholders later in the meeting.

We have at this meeting a report of stockholders entitled to vote at this meeting and the proxies received from stockholders, a copy of the notice of annual meeting of stockholders, the proxy statement, the annual report for the most recently concluded fiscal year, and an affidavit of service of notice of the meeting, certifying that these documents were mailed to the stockholders of record of Tractor Supply Company on or about March 28, 2022. These documents will be filed with the records of the company in Computershare, our registrar and transfer agent.

The list of the stockholders of record at the close of business on March 15, 2022, who are entitled to vote, showing their respective addresses and the number of shares held by each, has been open to the examination of stockholders for more than 10 days prior to this meeting, as required by Delaware law and the company's bylaws. In addition, the list is available at this meeting in electronic format for inspection by the stockholders present. The bylaws of Tractor Supply Company require that a majority of the shares of common stock as of the record date must be present in person, virtually, or by proxy, in order to hold this meeting and conduct business. Our corporate secretary has been in charge of the proxy process. May I now have the corporate secretary's report on whether a quorum is present?

Noni L. Ellison
Senior Vice President, General Counsel, and Corporate Secretary, Tractor Supply Company

Madam Chairman, there are present at this meeting, virtually or by proxy, more than a majority of the shares outstanding at the close of business on March 15, 2022, the record date for this meeting, which constitutes a quorum.

Cynthia T. Jamison
Chairman of the Board of Directors, Tractor Supply Company

Thank you. This meeting is now duly convened for the purposes of transacting business properly before it. The matters to be acted on today will be considered in the order set out in the proxy statement. The time is 8:07 A.M., and the polls are now open for these proposals. The report of the Inspector of Election with respect to the votes cast will be given after the conclusion of the vote on all items. There may be stockholders virtually attending this meeting who have not already voted by proxy or who wish to change their previous proxy vote. If there is anyone in either of these categories, please submit your vote through the meeting website. Stockholders of record as of the record date will be able to ask questions regarding items on the agenda. Please submit any questions through the meeting website.

The first item on the agenda is the election of directors. The board of directors nominates the following individuals to hold office until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified. Cynthia T. Jamison, Joy Brown, Ricardo Cardenas, Denise Jackson, Thomas Kingsbury, Ramkumar Krishnan, Harry A. Lawton III, Edna K. Morris, and Mark J. Weikel. As stated in our proxy statement, the board recommends a vote for each of these nominees. A nominee will be elected to the board of directors if the votes cast for the nominee exceed the votes cast against the nominee's election.

However, in an uncontested election such as this one, if an incumbent director does not receive a majority of the votes cast for his or her election, the director is required by the company's director resignation policy to submit his or her resignation to the board of directors for consideration by the Corporate Governance and Nominating Committee. The committee will consider the tendered resignation and make a recommendation to the board of whether to accept or reject the resignation. The board will take action within 60 days of receipt of the committee's recommendation and will publicly disclose its decision. I will now pause to address questions submitted regarding the director nominees. There are no questions at this time. The company has not received timely notice of any other nominations by a stockholder as required under our bylaws. Therefore, I declare the nominations closed.

If anyone is voting through the meeting website, please submit your vote now on item number 1. After voting has been completed on all matters on the agenda, the votes for each item will be counted. The second item of business on the agenda is the ratification of EY as the company's independent registered public accounting firm for the fiscal year ending December 31, 2022. As stated in our proxy statement, the board recommends a vote for such ratification. I will now pause to address questions submitted regarding the ratification of EY as the company's independent registered public accounting firm. There are no questions. There being no further questions on the proposal, the discussion is closed. If anyone is voting through the meeting website, please vote now on item number 2.

The next item on the agenda is a proposal for a non-binding advisory vote to approve the compensation of the named executive officers of the company. As stated in our proxy statement, the board recommends a vote for such proposal. I will now pause to address questions submitted regarding the advisory non-binding vote on the compensation of the company's named executive officers. There are no questions. There being no questions on this proposal, the discussion is closed. If anyone is voting through the meeting website, please vote now on item number three. The next item of business is a vote on the stockholder proposal contained in the proxy statement titled Reports on Costs of Low Wages and Inequality.

At this time, we will play a pre-recorded statement regarding the proposal from Sara Murphy of The Shareholder Commons as the designated representative of the proponent who submitted the proposal set forth in the proxy. There will be an 8-20-second silence while the recording is being queued. If there are technical difficulties, Ms. Murphy will present the proposal and associated resolution. Operator, would you please play the statement?

Sara Murphy
Chief Strategy Officer, The Shareholder Commons

I'm Sara Murphy with The Shareholder Commons. We're asking Tractor Supply to report on how prioritizing its financial performance over mitigating the broader economic risks of low wages and inequality threatens its diversified shareholders' portfolios. Tractor Supply's starting pay is deeply inadequate, and its average team member makes far less than necessary to sustain a family of four, with both adults working full-time. Tractor Supply's decision not to pay a living wage, especially given management's evident interest in improving wage structures, likely reflects that its compensation approach doesn't prioritize economy-wide risk mitigation and instead focuses on risks to its own business. Income inequality threatens Tractor Supply's diversified investors' returns, which depend far more on a healthy economy than the financial performance of any one company. Income inequality and attendant racial and gender disparity reduce GDP by trillions of dollars a year.

In its rationale for opposing this proposal, management demonstrates a misunderstanding of the issues the proposal raises in two essential ways. It either doesn't comprehend or fails to acknowledge the significant difference between living wages and competitive wages. An employer can pay competitive wages and still leave its workforce impoverished. Management appears not to understand that the proposal focuses shareholders. While corporate efforts to attend to stakeholder needs may be laudable, this proposal deals strictly with the economic interests of shareholders and corporate activities that may undermine those interests. When Tractor Supply increases its own bottom line by contributing to inequality, the profits earned for and capital returned to shareholders may be inconsequential compared to the added costs diversified portfolios bear. Of course, Tractor Supply's decision-makers are heavily compensated in equity, so they don't share the same broad market risk most of us do.

This proposal will help us to understand how Tractor Supply's focus on its own internal financial returns may be harmful to diversified investors. Please vote for proposal four.

Cynthia T. Jamison
Chairman of the Board of Directors, Tractor Supply Company

As stated in the proxy statement, our board has considered this proposal and recommends a vote against the shareholder proposal. I will now pause to address any questions submitted regarding the vote on the stockholder proposal. There are no questions. There being no questions on the proposal, the discussion is closed. If anyone is voting through the meeting website, please vote now on item number 4. This concludes the voting on the item set forth in our proxy statement. I will pause briefly to allow stockholders to submit any final votes. I now declare the polls to be officially closed for all matters. The time is 8:14 Central Standard Time. The secretary has presented the preliminary inspector of election report to me, which is as follows.

1, the 9 nominees named in the proxy statement have been elected as directors to serve until the 2023 annual meeting or until their successors are duly elected and qualified. 2, the appointment of EY as the company's independent registered public accounting firm for the 2022 fiscal year has been ratified. 3, the advisory vote to approve our executive compensation has been approved. 4, the stockholder proposal contained in the proxy statement has been rejected. At this time, does the representative from EY, our auditors, desire to make a statement? Hearing none, are there any questions for our auditors? There are no questions. Thank you. The formal business portion of this meeting is now adjourned.

We will file a Form 8-K announcing the final results of the meeting after we receive the final inspector of election report and in accordance with the timeframe required under SEC rules. Hal Lawton will now provide an update on the company's business.

Hal A. Lawton III
President and CEO, Tractor Supply Company

Thank you, Cindy. Tractor Supply had an outstanding 2021 with a record year of sales and earnings. Thank you to our 46,000+ team members for their hard work, passion and dedication to Life Out Here. Today, our business is substantially stronger than before the pandemic. Our resilient and differentiated business model has allowed us to capitalize on the structural consumer trends benefiting our business. We believe we have a long growth runway ahead of us. We have strong momentum in our business, and our results demonstrate that our multi-year Life Out Here strategy is working. We returned over $1 billion of capital to our shareholders in 2021.

In addition, the combination of the strong cash generation of Tractor Supply's business and our board's confidence in our outlook positions us to return capital to shareholders through our largest dividend increase in our history and in an expanded share repurchase authorization. We believe we are well positioned to continue to drive profitable growth and enhance value for our shareholders. For a more detailed view of our performance in 2021, please see our enhanced earnings presentation at ir.tractorsupply.com. On the website, other resources include our most recent quarterly earnings report, as well as our enhanced environmental, social, and governance report and other supporting materials. We're in the early stages of the next transformation of Tractor Supply. This transformation should allow us to grow both our top line and earnings sustainably over a longer period of time while operating at a higher margin profile.

Given the robust growth our stores and online have experienced, we've had a step function change in our business that is evident in our market share gains, sales growth, and profitability. We are dedicated to investing and to continuing to strengthen our position in the marketplace and separate ourselves from our competition. We are committed to creating sustainable value creation for all stakeholders, for our team members, for our customers, for the communities we call home, for our supply chain and vendor partners, and ultimately for our shareholders. At Tractor Supply, we have a very bright past with more than 83 years of serving Life Out Here. We're coming off of two record years of performance. From our point of view, we are just getting started. We believe Tractor Supply is well positioned for a bright future. Now we will take any questions.

Cynthia T. Jamison
Chairman of the Board of Directors, Tractor Supply Company

There are no questions.

Hal A. Lawton III
President and CEO, Tractor Supply Company

Thank you for joining us today. Thank you for your support of Tractor Supply, and this now concludes our annual shareholder meeting.

Operator

Ladies and gentlemen, this now concludes our meeting. You may now disconnect.

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