[8-K] MARZETTI CO Reports Material Event

Rhea-AI Filing Summary

The Marzetti Company reported results from its November 19, 2025 annual shareholder meeting and a higher quarterly dividend. Shareholders elected four directors to terms expiring at the 2028 annual meeting and supported executive pay in a non-binding vote, with 24,572,731 votes in favor. They also approved The Marzetti Company 2025 Omnibus Incentive Plan, which allows a broad range of stock- and cash-based awards, and ratified Deloitte & Touche LLP as auditor for the year ending June 30, 2026. The board raised the regular quarterly cash dividend to $1.00 per common share, payable December 31, 2025 to shareholders of record on December 5, 2025. A total of 26,282,668 common shares were represented at the virtual-only meeting, constituting a quorum.

Insights

Equity & governance analyst

Marzetti’s shareholders backed the 2025 incentive plan and a higher dividend.

Marzetti’s annual meeting combined routine governance approvals with two notable capital and compensation decisions. Shareholders endorsed the 2025 Omnibus Incentive Plan, which permits equity awards such as options, restricted stock, and performance units, aligning management and director pay more closely with share performance. They also approved executive compensation in the advisory vote, signaling broad support for current pay practices.

On the capital return side, the board raised the regular quarterly cash dividend to $1.00 per common share, with payment scheduled for December 31, 2025 to holders of record on December 5, 2025. This indicates a willingness to distribute more cash to shareholders, though the filing does not quantify payout ratios or compare to prior levels. Auditor ratification and director elections passed with substantial support, suggesting governance continuity and stable oversight.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2025

The Marzetti Company

(Exact name of registrant as specified in its charter)

Ohio			000-04065			13-1955943
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
380 Polaris Parkway			Suite 400
Westerville			Ohio			43082
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (614) 224-7141

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, without par value			MZTI			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the annual meeting of shareholders (the “Annual Meeting”) of The Marzetti Company (the “Corporation”) on November 19, 2025, the Corporation’s shareholders approved The Marzetti Company 2025 Omnibus Incentive Plan (“the Plan”). The Plan provides for grants of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards. For a detailed description of the terms and conditions of the Plan, the full text of the Plan is filed as Exhibit 10.1 hereto, which incorporates by reference Appendix A of the Corporation’s Definitive Proxy Statement (“Proxy Statement”) filed with the Securities and Exchange Commission (“SEC”) on October 20, 2025.

Pursuant to the Plan, (i) the form of Restricted Stock Unit Award Agreement for Directors is filed herewith as Exhibit 10.2 and (ii) the form of Restricted Stock Unit Award Agreement for Employees and Consultants is filed herewith as Exhibit 10.3.

Item 5.07    Submission of Matters to a Vote of Security Holders

The Annual Meeting was held in a virtual-only format via live webcast on November 19, 2025 pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement that was available on or about October 20, 2025 to all shareholders of record at the close of business on September 22, 2025. At the Annual Meeting, 26,282,668 shares of the Corporation’s common stock were represented in person (online) or by proxy, which constituted a quorum.

At the Annual Meeting, shareholders voted on four proposals. The proposals are described in detail in the Corporation’s definitive proxy materials which were filed with the SEC and first made available to shareholders on or about October 20, 2025.

Proposal One - Nomination and Election of Directors

The Corporation’s shareholders elected the following individuals to serve for three-year terms expiring at the 2028 Annual Meeting of Shareholders with the following vote totals:

						Number of Votes
Director Name						For						Withheld						Abstentions						Broker Non-Votes
Barbara L. Brasier						24,902,769						410,793						—						969,106
David A. Ciesinski						25,082,000						231,562						—						969,106
Elliot K. Fullen						24,698,142						615,420						—						969,106
Alan F. Harris						23,314,650						1,998,912						—						969,106

Proposal Two - Non-Binding Vote on the Compensation of the Corporation’s Named Executive Officers

The Corporation’s shareholders approved the compensation of the Corporation’s named executive officers with the following vote totals:

Number of Votes
For						Against						Abstentions						Broker Non-Votes
24,572,731						224,710						516,121						969,106

Proposal Three - Approval of The Marzetti Company 2025 Omnibus Incentive Plan

The Corporation’s shareholders approved the 2025 Omnibus Incentive Plan with the following vote totals:

Number of Votes
For						Against						Abstentions						Broker Non-Votes
24,398,832						404,219						510,511						969,106

Proposal Four - Ratification of the Selection of the Corporation’s Independent Registered Public Accounting Firm

The Corporation’s shareholders ratified the selection of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending June 30, 2026 with the following vote totals:

Number of Votes
For						Against						Abstentions						Broker Non-Votes
25,580,254						205,185						497,229						—

Item 8.01    Other Events

On November 19, 2025, the Corporation’s Board of Directors voted to raise the regular quarterly cash dividend to $1.00 per common share to be paid December 31, 2025 to shareholders of record on December 5, 2025.

Item 9.01    Financial Statements and Exhibits

(d)			Exhibits:
			Exhibit Number						Description
			10.1						The Marzetti Company 2025 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Corporation’s Definitive Proxy Statement (000-04065), filed October 20, 2025)
			10.2(a)						Form of Restricted Stock Unit Award Agreement for Directors under The Marzetti Company 2025 Omnibus Incentive Plan
			10.3(a)						Form of Restricted Stock Unit Award Agreement for Employees and Consultants under The Marzetti Company 2025 Omnibus Incentive Plan
			99.1(b)						Press Release dated November 19, 2025
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
			(a)						Filed herewith
			(b)						Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE MARZETTI COMPANY

(Registrant)

Date:

November 20, 2025

By:

/s/ THOMAS K. PIGOTT

Thomas K. Pigott

Vice President, Chief Financial Officer

and Assistant Secretary

(Principal Financial and Accounting Officer)

FAQ

What did The Marzetti Company (MZTI) shareholders approve at the 2025 annual meeting?

Shareholders elected four directors to terms expiring at the 2028 annual meeting, approved executive compensation in an advisory vote, approved the 2025 Omnibus Incentive Plan, and ratified Deloitte & Touche LLP as independent auditor for the year ending June 30, 2026.

What is included in The Marzetti Company 2025 Omnibus Incentive Plan?

The 2025 Omnibus Incentive Plan allows grants of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards.

How many Marzetti (MZTI) shares were represented at the 2025 annual meeting?

A total of 26,282,668 shares of common stock were represented in person (online) or by proxy at the virtual-only annual meeting, which constituted a quorum.

What dividend did The Marzetti Company declare on November 19, 2025?

The board voted to raise the regular quarterly cash dividend to $1.00 per common share, payable on December 31, 2025 to shareholders of record on December 5, 2025.

How did Marzetti (MZTI) shareholders vote on executive compensation?

Shareholders approved the compensation of the named executive officers with 24,572,731 votes for, 224,710 against, 516,121 abstentions, and 969,106 broker non-votes.

What were the vote results for the 2025 Omnibus Incentive Plan at Marzetti?

The 2025 Omnibus Incentive Plan was approved with 24,398,832 votes for, 404,219 against, 510,511 abstentions, and 969,106 broker non-votes.

Which audit firm did Marzetti (MZTI) shareholders ratify for fiscal 2026?

Shareholders ratified Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending June 30, 2026, with 25,580,254 votes for, 205,185 against, and 497,229 abstentions.