MARZETTI CO
For the period ended Nov 19, 2025. Filed Oct 20, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 19, 2025 · Filed Oct 20, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
THE MARZETTI COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-16(i)(1) and 0-11 |
The Marzetti Company380 Polaris Parkway, Suite 400Westerville, Ohio 43082
Notice of Annual Meeting of Shareholders
| ITEMS TO BE VOTED ON | |
|---|---|
| DATE & TIMEWednesday, November 19, 20251:00 p.m. Eastern TimeWHEREVirtual Meeting via webcast at www.virtualshareholdermeeting.com/MZTI2025RECORD DATEThe close of business on September 22, 2025 | |
| 1 | To elect four directors, each for a term that expires in 2028; |
| 2 | To approve, by non-binding vote, the compensation of the Corporation’s named executive officers; |
| 3 | To approve The Marzetti Company 2025 Omnibus Incentive Plan; |
| 4 | To ratify the selection of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending June 30, 2026; and |
| 5 | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting. |
The Annual Meeting of Shareholders (the “Annual Meeting”) of The Marzetti Company (the “Corporation”) will be held exclusively online at 1:00 p.m. Eastern Standard Time on November 19, 2025, or at any adjournment or postponement thereof. Shareholders of record will be able to attend, vote shares and submit questions electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MZTI2025 and entering the 16-digit control number included on their proxy card or in the instructions accompanying their proxy materials. A live webcast of the Annual Meeting will also be available to the general public at investors.marzetticompany.com. There is no physical location for the Annual Meeting.
By action of the Board of Directors, only shareholders of record at the close of business on September 22, 2025 will be entitled to receive notice of and vote at the Annual Meeting.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. On behalf of the Board of Directors, we request that you vote your shares as soon as possible, even if you plan to attend the Annual Meeting. This will not prevent you from voting electronically at the Annual Meeting but will ensure that your vote is counted if you are unable to attend. A self-addressed envelope with pre-paid postage is enclosed for your convenience in returning the completed proxy card. Alternatively, internet voting is available, as described in the proxy voting instructions on your proxy card.
BY ORDER OF THE BOARD OF DIRECTORS
| Alan F. Harris | David A. Ciesinski | |
|---|---|---|
| Chairman of the Board | Director, Chief Executive Officer and President | October 20, 2025 |
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on November 19, 2025.
This Proxy Statement, the Proxy Card, and our 2025 Annual Report to Shareholders, which includes our Annual Report on Form 10-K, are available free of charge at materials.proxyvote.com/513847. The Corporation’s 2025 Annual Report is not proxy soliciting material.
Table of Contents
| Proxy Statement | 2 | |
| Proposal One - Nomination and Election of Directors | 4 | |
| Corporate Governance | 12 | |
| Board Committees and Meetings | 15 | |
| Delinquent Section 16(a) Reports | 18 | |
| Security Ownership of Certain Beneficial Owners | 19 | |
| Compensation Discussion and Analysis | 21 | |
| Executive Compensation | 36 | |
| Pay Versus Performance | 49 | |
| Compensation of Directors | 55 | |
| Compensation Committee Interlocks and Insider Participation | 58 | |
| Compensation Committee Report | 59 | |
| Proposal Two - Non-binding Vote on the Compensation of the Corporation’s Named Executive Officers | 60 | |
| Proposal Three - Approval of The Marzetti Company 2025 Omnibus Incentive Plan | 61 | |
| Audit Committee Report | 68 | |
| Proposal Four - Ratification of the Selection of the Corporation’s Independent Registered Public Accounting Firm | 70 | |
| Audit and Related Fees | 71 | |
| Certain Relationships and Related Transactions | 72 | |
| Shareholder Proposals | 72 | |
| Other Matters | 73 | |
| Appendix A - The Marzetti Company 2025 Omnibus Incentive Plan | 74 | |
| Appendix B - Reconciliation of GAAP to non-GAAP Financial Measures | 93 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.