Tractor Supply Company (TSCO)
NASDAQ: TSCO · Real-Time Price · USD
31.77
+1.20 (3.91%)
May 18, 2026, 3:46 PM EDT - Market open
← View all transcripts

AGM 2026

May 14, 2026

Operator

Hello, 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. Stockholders can submit questions or comments by clicking on the Q&A icon. It's now my pleasure to turn today's meeting over to Edna Morris, Chairman of the Board of Directors of Tractor Supply Company. Ms. Morris, the floor is yours.

Edna Morris
Chairman of the Board of Directors, Tractor Supply Company

Good morning. On behalf of the company, I'd like to welcome you to the 2026 annual meeting of stockholders. This meeting is being held virtually via webcast. We're committed to open dialogue with stockholders and appreciate your engagement with us. It's now 8:00 A.M. Central Daylight Time, and in accordance with the notice of this meeting, the meeting is now formally called to order. This 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. Should you have a question or comment that relates to a proposal being presented, you may submit your question through the meeting website.

Please submit your question 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 the meeting and we'll have a question and answer session. Questions relating to specific agenda items will be addressed at the appropriate time during the meeting. General questions regarding the company's business or operations will be addressed during the Q&A session following the adjournment of the formal meeting. Following the close of voting, we will announce the preliminary voting results. First, let me introduce the individuals who have been nominated to serve as directors on our board until the 2027 annual meeting of stockholders. Joy Brown. Joy is the Senior Vice President and Chief Digital Information Officer for Boston Medical Center Health System. Rick Cardenas.

Rick is the President and Chief Executive Officer of Darden Restaurants. Meg Ham. Meg is the former President of Food Lion. Andre Hawaux. Andre is the former Executive Vice President, Chief Financial Officer, and Chief Operating Officer of DICK'S Sporting Goods. Denise L. Jackson. Denise is the former Chief Legal Officer and Corporate Secretary for AMN Healthcare Services. Ram Krishnan. Ram is the Chief Executive Officer of PepsiCo North America. Sonia Syngal. Sonia is the former Chief Executive Officer of Gap Inc. Mark Weikel. Mark is the former President and Chief Executive Officer of Luxottica Retail North America at Luxottica Group. Hal Lawton. Hal is the President and Chief Executive Officer of Tractor Supply. Myself, I am the Chief Executive Officer and Partner of Range Restaurant Group LLC. I would also like to introduce the following members of the Tractor Supply Company leadership 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 Pet Specialty 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. Kimberley Gardiner, Senior Vice President, Chief Marketing Officer. Tom Sabatino, Interim 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 Josh Trusley from Ernst & Young, 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 26, 2026. These documents will be filed with the records of the company and Computershare, our registrar and transfer agent.

The list of the stockholders of record at the close of business on March 16th, 2026, 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 issued and outstanding as of the record date must be present, virtually or by proxy, in order to hold this meeting and conduct business. Our Corporate Secretary, Tom Sabatino, has been in charge of the proxy process. May I now have the Corporate Secretary's report on whether a quorum is present?

Tom Sabatino
Interim 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 issued and outstanding at the close of business on March 16th, 2026. The record date for this meeting, which constitutes a quorum.

Edna Morris
Chairman of the Board of Directors, Tractor Supply Company

Thank you. The meeting is now duly convened for the purpose 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. The time is 8:00 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 attending the meeting virtually 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 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 2027 annual meeting of stockholders or until their successors are duly elected and qualified. Joy Brown, Rick Cardenas, Meg Ham, Andre Hawaux, Denise L. Jackson, Ram Krishnan, Hal Lawton, Edna Morris, Sonia Syngal, and Mark Weikel. As stated in our proxy, 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 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 sixty 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. 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 one. 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 Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 26th, 2026. As stated in our proxy, the board recommends a vote for such ratification. I will now pause to address questions submitted regarding the ratification of Ernst & Young LLP as the company's independent registered public accounting firm. 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 two .

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 non-binding advisory vote on the compensation of the company's named executive officers. 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 three . That concludes the voting on the item set forth in the 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 8:00 A.M. Central Time.

The secretary has presented the preliminary Inspector of Election report to me, which is as follows: The 10 nominees named in the proxy statement have been elected as directors to serve until the 2027 annual meeting or until their successors are duly elected and qualified. The appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the 2026 fiscal year has been ratified. The advisory vote to approve our executive compensation has been approved. At this time, does the representative from Ernst & Young LLP, our auditor, desire to make a statement? Are there any questions for our auditors? The business portion of this meeting is now adjourned.

We will file a Form 8-K announcing the final voting results of the meeting after we receive the final Inspector of Election report and in accordance with the timeframe required under the SEC's rules. During this session, questions must be submitted through the meeting platform. We will address questions from verified stockholders as of the record date. We may group similar questions and respond collectively, and we will focus on questions relevant to the company and of broad interest to stockholders. Questions? Thank you for your support of Tractor Supply. This now concludes our meeting. You may disconnect.

Powered by