Tractor Supply Company (TSCO)
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AGM 2020

May 7, 2020

Speaker 1

Welcome to the Tractor Supply Company 2020 Annual Meeting of Shareholders. Please note that today's meeting is being recorded. At the end of the meeting, we will have a question and answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Cindy Jamieson, Chairman of the Board of Tractor Supply Company.

Speaker 2

Good morning. My name is Cindy Jamieson, 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 2020 Annual Meeting of Shareholders. In light of the ongoing public health impact of COVID-nineteen pandemic and to support the health and well-being of the company's shareholders, team members and their families, we are holding this meeting virtually via webcast. All of us at Tractor Supply hope you are staying safe and healthy during these challenging times.

The meeting is now formally called to order. 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 following the discussion of all of the proposals, 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 to permit time to discuss and address the question. Following the close of the meeting, we will announce results.

Once we have considered each of the items in the proxy statement, we will adjourn the formal business portion of the meeting, and Hal Lawton, our Hal Lawton, our President and Chief Executive Officer, will make some remarks regarding the company. The question and answer session there will be a question and answer session following until the 2021 Annual Meeting of Shareholders. Rick Cardenas, Rick is the Senior Vice President and Chief Financial Officer of Darden Restaurants Denise Jackson, Denise is the Chief Legal Officer and Corporate Secretary for AMN Healthcare Services Tom Kingsbury, Tom served as the Chairman of the Board, President and Chief Executive Officer of Burlington Stores Ram Krishnan. Ram is the Chief Executive Officer for the Asia Pacific region and the Global Chief Commercial Officer for PepsiCo. George McKenzie, George served as the Non Executive Chairman and Interim CEO of American Water Edna Morris, Edna is the Chief Executive Officer of Range Restaurant Group and is also a Senior Advisor to the Food, Retail and Restaurant Group of PJ Salomon.

Mark Weichel, Mark served as the President and Chief Executive Officer of Retail Optical North America at Luxottica Group and Hal Lawton. Hal is our President and Chief Executive Officer of Tractor Supply Company. I would also like to recognize Greg Sanford, who is retiring from our Board today. Greg has served as the Director of Tractor Supply since 2013 and served as our Chief Executive Officer of the company from December 2012 to January of this year. Thank you, Greg, for your many contributions to this company as Chief Executive Officer and as a member of this Board.

I would also like to introduce the following members of the Tractor Supply Company management team who are with us today: Curt Barton, Executive Vice President, Chief Financial Officer and Treasurer Ben Parrish, Executive Vice President, General Counsel and Corporate Secretary Rob Mills, Executive Vice President, Chief Technology Officer, Digital Commerce and Strategy John Ortis, Executive Vice President and Chief Stores Officer Seth Estip, Executive Vice President, Chief Merchandising Officer Colin Yankee, Executive Vice President, Chief Supply Chain Officer Kristi Korzequa, Senior Vice President, Marketing and Brian Evans, Interim Senior Vice President, Human Resources. I would also like to introduce Melinda Altman from our transfer agent, Computershare, who is serving as our Inspector of Election. And finally, I'd like to introduce Kim Holliman from Ernst and Young, our independent auditors, who will be available to respond to questions from shareholders later in the meeting. We have at this meeting a report of shareholders entitled to vote at this meeting and the proxies received from shareholders, a copy of the notice of the annual meeting of shareholders, the proxy statement, the annual report and an affidavit of service of notice of the meeting certifying that these documents were mailed to the shareholders of record of Tractor Supply Company on or about March 23, 2020.

These documents will be filed with the records of the company and the Computershare, our registrar and transfer agent. The list of the shareholders of record at the close of business on March 10, 2020, who are entitled to vote showing their respective addresses and the number of shares held by each, has been open to the examination of shareholders 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 for inspection by the shareholders 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 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?

Speaker 3

Madam Chairman, there are present at this meeting in person or by proxy, more than a majority of the shares outstanding at which constitutes a quorum.

Speaker 2

Thank you. This meeting is now duly convened for the purposes of transacting business properly before it. The matters to be acted upon today will be considered in the order set out in the proxy statement and the polls are open for these proposals. The report of the Inspector of Election with respect to the votes cast will be given at the conclusion of the vote on all items. There may be shareholders 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. Shareholders 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 2021 Annual Meeting of Shareholders or until their successors are duly elected and qualified: Cindy Jamieson, Rick Cardenas, Denise Jackson, Tom Kingsbury, Ram Krishnan, George Mackenzie, Edna Morris, Mark Weichel and Hal Lawton.

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 company will consider the tendered resignation and make a recommendation to the Board of whether to accept or reject that 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 any questions submitted regarding the Director nominees.

Speaker 4

Madam Chairman, there are no questions.

Speaker 2

The company has not received timely notice of any other nominations by a shareholder 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

Speaker 3

for each item will be counted.

Speaker 2

The second item of business on the agenda is the ratification of Ernst and Young as the company's independent registered public accounting firm. I will now pause to address any questions submitted regarding the ratification of Ernst and Young as the company's independent registered public accounting firm.

Speaker 4

Madam Chairman, there are no questions.

Speaker 2

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 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. I will now pause to address any questions submitted regarding the advisory non binding vote on the compensation of the company's named executive officers.

Speaker 4

Madam Chairman, there are no questions.

Speaker 2

There being no questions on this proposal, that discussion is closed as well. If anyone is voting through the meeting website, please vote now on item number 3. The next item of business is a vote on the approval of an amendment to the restated certificate of incorporation to eliminate the super majority voting requirement.

Speaker 4

Madam Chairman, we have no questions. Okay.

Speaker 2

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 4. This concludes the voting on the items set forth in the proxy statement. I will pause briefly to allow shareholders to submit their final votes. I now declare the polls to be officially closed.

The Secretary has presented the preliminary Inspector of Election report to me, which is as follows: number 1, the 9 nominees named in the proxy statement have been elected as directors to serve until the 2021 Annual Meeting or until their successors are duly elected and qualified. Number 2, the appointment of Ernst and Young as the company's independent registered public accounting firm has been ratified. Number 3, the advisory vote to approve our executive compensation has been approved. And number 4, the amendment to the company's restated certificate of incorporation has been approved. Are there any questions for our auditors?

Speaker 4

Madam Chairman, there are no questions.

Speaker 2

Are there any other motions to be properly considered at this meeting? Since there are no further motions to be properly considered at this meeting, the formal business portion of the meeting is now adjourned. The final Inspector of Election report will be available within 4 days of the meeting. Our CEO, Hal Lawton, will now provide an update on the company's business and I'll turn it over to you, Hal.

Speaker 3

Thank you, Cindy. I'm honored to share with everyone more about Tractor Supply, both the highlights of our 2019 results as well as how we're responding to the COVID-nineteen pandemic. It is a great honor to have been named President and CEO of Tractor Supply in January this year. Tractor Supply is a strong and resilient business model and we're confident we will emerge from this crisis even stronger as a company. Before we get started, please note that any forward looking statements that we make this morning are subject to risks and uncertainties, the most important of which are described in our SEC filings.

I'd like to start this morning with an overview of Tractor Supply. And what you can see on the slide here are a few facts about our business. We are the largest rural lifestyle retailer in the United States. And for more than 80 years, we've been passionate about serving our niche of customers as a one stop shop for recreational farmers, ranchers and all those who enjoy living the rural out here lifestyle. We rank as number 388 in the Fortune 500.

As of December 31, 2019, we employed over 32,000 team members across the United States and 1844 Tractor Supply stores and 180 Petsense stores. As an essential needs based retailer, we offer an extensive mix of products necessary to care for homeland, pets and animals with a focus on product localization, exclusive brands and legendary customer service that address the needs of the life out here lifestyle. Tractor Supply is a unique and differentiated retailer that has a clear purpose. We have a special culture. Our mission and values are our secret sauce.

I've seen this in action in my 1st 4 months across the company. We serve a unique customer and lifestyle. We have a strong brand and business model. We have a strong foundation for growth. We are investing in the business and committed to growth.

It is an exciting time. We are uniquely positioned to become a more integral part of our customers' lives. We are the lifestyle experts for life out here. We have the opportunity to address the needs of our customer base better than anyone in this fragmented market. We view the Tractor Supply Company as a relationship retailer.

We are not a transactional retailer. We deeply value the relationship with our customers. Our customers are hardworking, family focused, genuine, compassionate, resourceful, neighborly and value a sustainable lifestyle. Our customers view Tractor Supply as critical to feeding and caring for their animals and pets, just as the grocery store is to their families' needs. Tractor Supply has a clear purpose grounded in our mission and values.

Our passionate team members rally around our mission of work hard, have fun, make money. Our 10 core values, ethics, respect, teamwork, balance, winning attitude, communication, development, change, initiative and accountability all guide our culture. Combined, they serve as the underpinnings of our culture and the guiding principles for how we conduct our business. At Tractor Supply, we believe that a healthy environment, properly managed resources and vibrant communities are keys to a strong future for the world. We believe being good stewards involves far more than minimizing our environmental impact.

We know that our customers, team members, shareholders and other stakeholders care deeply about what companies do for their communities, for their people and for the planet. At Tractor Supply, we also prioritize the relationships we have with our team members, our customers and the communities we call home. And we are constantly looking for ways to give back. This chart highlights many of that we have in place across our environmental, sustainability and governance programs. Our Board of Directors also understand the importance of being good stewards and preparing for the future.

They regularly review Tractor Supply's corporate governance policies to ensure that the company is managed for the long term benefit of our stakeholders. Importantly, Tractor Supply has a strong track record of results. We have consistently driven profitable sales growth with a 10 year compounded annual new store growth rate of nearly 8.5%. Over the last decade, our compounded growth rate for total sales has been just over 10%. Turning to 2019, I'd like to share a few highlights of our performance.

We had record sales in the year, totaling $8,350,000,000 Our Neighbor's Claw program had over 15,000,000 customers enrolled as we exited 2019. Our trend of strong online sales growth continued as we have experienced 30 consecutive quarters now of double digit growth. We invested nearly $218,000,000 in capital spending with about 65% of that focused on growth initiatives. We opened our 8th distribution center in Frankfort, New York to support our sales and new store growth. And last year, we returned $696,000,000 to our shareholders through the combination of share repurchases and dividends.

Turning to the next chart, this shows our strong commitment to return cash to shareholders through dividends and stock repurchases. Our strong healthy balance sheet coupled with robust operating cash flows provides us significant financial flexibility. While we've recently suspended our share repurchase program to preserve liquidity during the COVID-nineteen crisis, we anticipate continuing our dividend. Just this morning, we announced our quarterly cash dividend that was approved by our Board of Directors. Now I'd like to share a little bit about how we're responding to the COVID-nineteen crisis.

These are unprecedented times and we've taken a number of actions to respond to the pandemic. At Tractor Supply, our top priority is always the health, safety and well-being of our team members and customers. As an essential needs based retailer, we've executed a number of actions to protect our team members and better serve our customers during this crisis. For instance, we added dedicated greeter at every store to assist with additional cleaning and help promote social distancing in our stores. In addition, we rapidly provided personal protective equipment to team members and our stores and in customers and states were mandated.

For all team members, we extended our paid sick leave by 2 weeks. We want to take care of our team members so they in turn can take care of our customers. In addition, we've committed $2,000,000 for charitable giving through the establishment of the Tractor Supply Company Foundation with an initial focus on COVID-nineteen recovery efforts and a donation to our existing employee assistance fund. I can't thank the Tractor Supply team enough for all they've accomplished in the last few weeks. I'm incredibly proud of how we've responded how we've taken care of each other and been there to serve our customers.

We are moving fast to take proactive steps to protect the safety of our team members and our customers. At the same time, due to the ever changing customer dynamics caused by COVID-nineteen, we are responding to these significant changes and rolling out new capabilities. These new capabilities will allow us to capitalize on our customers' changing needs and drive the business. A few of these new capabilities include expansion of same day or next day delivery from all Tractor Supply stores, contactless curbside delivery for buy online pickup in store, contactless payment options and increased mobile point of sale devices for a more seamless checkout process for our customers. Overall, during this pandemic, our feedback from customers has been very positive with improving customer satisfaction scores.

In particular, our satisfaction scores are record high. Additionally, we've seen significant amount of new customers and reacquired customers during this crisis. Looking beyond the crisis, we're confident that with the rollout of these new capabilities and the new customers we're seeing in our business that we will emerge stronger. To wrap up, Tractor Supply is a unique and differentiated retailer. Legendary service goes beyond the products we sell.

It is how we help our customers address their daily needs to solve problems when we interact with them. Knowledgeable team members who are lifestyleers themselves form strong relationships with our customers and that keeps them returning to shop at Tractor Supply. We are committed to everyday low prices in our convenient locations. Our product offerings are relevant, competitive and localized. Today, we have a sophisticated supply chain that supports our stores and our ability to fulfill e commerce orders from both our store and DC network.

We are leveraging our strengths and pursuing opportunities as we adapt to our customers' ever changing needs as they rely on us to be that dependable supplier to support their lifestyle. As we look to the future, you can expect Tractor Supply to keep investing and growing. We are committed to being the most dependable supplier of relevant products and services for the rural lifestyle, creating customer loyalty through personalized experiences and providing convenience for life out here anytime, anywhere and in any way our customers choose. Our strategic focus will continue to be on our ability to exceed the ever evolving expectations of our customers, positioning us for growth through market share gains in new stores and to generate increased shareholder value for the long term. That concludes our prepared remarks and presentation.

And we'll now take questions from any shareholders.

Speaker 4

Now at this time we have no questions.

Speaker 3

Seeing that we have no questions, we look forward to updating you on the evolution of our business and our continued success. Thank you for your support and the confidence you have placed in Tractor Supply. And this concludes our meeting.

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