Annual General Meeting Transcript - ARKO 2026-06-04

Operator

Good morning. Welcome to the 2026 Annual Stockholders' Meeting of ARCO Corp. I would now like to turn the conference over to Ari Kotler, CEO. Please go ahead.

Arie Kotler, Chairman

Good morning, and welcome to the 2026 Annual Stockholders' Meeting of ARCO Corp. I'm Ari Kotler, Chairman of the Board, President, and Chief Executive Officer of ARCO Corp. We have again elected to hold our annual meeting virtually because doing so allow us to reach a greater number of our stockholders. First, we will conduct a formal meeting and vote on three proposals. Following that, I will give a brief update on our business and then answer questions at the conclusion of the official business portion of the meeting. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. It is now 10.01 a.m. Eastern Time on June 4, 2026, and this meeting is officially called to order. Now, it is my pleasure to introduce Maury Briggs, who is our Corporate Secretary, and he will act as Secretary of the meeting.

Maury Bricks, General Counsel

Thank you, Ari. We're also joined here today by Ben Profitt, representative from our independent registered public accounting firm, Grant Thornton LLP. He will be available during the question and answer session after the meeting to respond to appropriate questions from our stockholders. And finally, the company has appointed Broadridge financial services to act as inspector of election. Barbara Howland, a representative of Broadridge, is with us here today and has taken the oath of inspector of election, which will be incorporated into the minutes of this meeting. Only stockholders of record as of April 10, 2026, which was the record date for this meeting, may ask questions in the designated field on the web portal. Out of consideration for others, and as stated in the Rules of Conduct, please limit yourself to one brief question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. You will find the proxy statement, our annual report, and the Rules of Conduct available on the web portal. The Board of Directors fixed April 10, 2026 as the record date for determining stockholders entitled to attend and vote at this meeting. An affidavit has been delivered to us attesting to the fact that notice of this meeting, dated April 20, 2026, was sent to all stockholders entitled to vote as of the record date and will be incorporated into the minutes of this meeting. The stockholder list shows that, as of the record date, there were 112,183,702 shares of common stock outstanding and entitled to vote at this meeting. Each share of common stock is entitled to one vote on each proposal to be voted upon at this meeting. We've been informed by the inspector of election that there are represented in person or by proxy more than 96,713,000 shares of common stock, representing approximately 86% of the voting power of our outstanding shares of common stock as of the record date. Because this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote as of the record date, a quorum is present. This meeting is now duly convened for the purposes of transacting business properly before it. Now I will present the matters to be voted upon. Proposal 1 is for the election of six directors to hold office until the annual meeting of stockholders in 2027 or until their respective successors are duly elected and qualified. Additional information about the nominees is included in the proxy statement previously disseminated. Proposal two is the non-binding advisory resolution regarding the compensation of our named executive officers as described in the proxy statement. Proposal three is the ratification of the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the 2026 fiscal year there are no other matters to be voted on at this meeting nor are there any nominations for other director candidates before the meeting it is now 10.05 a.m eastern time on june 4th 2026 and there being no other proposals properly brought before the meeting the polls are now open with respect to each of the three proposals just described.

Arie Kotler, Chairman

Any stockholders who have not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action.

Maury Bricks, General Counsel

Now that everyone has the opportunity to vote, I now declare the pause for all of the proposals brought before the 2026 annual stock order meeting closed as of 10 06 a.m eastern time today we've been informed by the inspector of elections that based on a preliminary vote report received from the inspector of election immediately preceding the commencement of this meeting that the nominees for election of the board have been duly elected the compensation of the named executive officers has been approved by advisory vote and the appointment of Grant Thornton LLP as our independent registered public accounting firm for the 2026 fiscal year has been ratified. We will be reporting the final vote results in a current report on Form 8K, which we will file with the SEC within four business days following the close of this meeting. Before turning it over to Ari, I will note that any forward-looking statements made during this meeting by management reflect our current views with respect to future events, and ARCO is under no obligation to update or revise forward-looking statements made on this call, whether as a result of new information, future events, or otherwise, except as required by law. With that, I turn the meeting back over to Ari Kuttler.

Arie Kotler, Chairman

Thank you, Maurice. There being no further business to come before the meeting, the annual meeting of stockholders of ARCO court is now adjourned as we close I'd like to take a moment to reflect on where we are in our journey and our positioning the business for the future 2025 was a defining and transformational year for ARCO as the company strength its foundation and reposition itself for sustainable growth we continue to execute on our multi-year transformation plan driving operating efficiency, optimizing our retail footprint, and relocating capital to stores and segments where we have strong potential. We continue our dealerization efforts, converting 409 retail sites to dealer locations from mid-2024 to the end of 2025. On our retained retail stores, we made progress on remodel and new to industry locations, implementing our fast-grade food program. We We exited 2025 as a leaner, more disciplined and structurally stronger company. The momentum we saw towards the end of 2025 continuing to 2026 where we delivered 65% adjusted EBITDA growth in the first quarter compared to the same period last year. Same-store sales excluding cigarettes turned to growth and our same-store fuel gallons had the strongest year-over-year trend in two years. Importantly, in our efforts to deliver value to our stockholders, we closed on the IPO of our subsidiary Arco Petroleum Corp, or APC, which garnered excitement for quality institutional investors and shined a spotlight on our highly profitable all-cell fuel distribution and fleet fueling business. The proceeds of the IPO additionally string an already strong balance sheet for ARCO and we continue to have tremendous liquidity to pursue our goals for growth in the year to come. We believe 2026 is well positioned to be a year of continued execution with continued dealerization, remodel of our strong core retail stores and execution on our merchandising strategies and loyalty program to grow same store sales, merchandise margin and same store gallons. In parallel, we plan to roll out new-to-industry stores in our retail segments and advance our new-to-industry card lock location to hit our target of 20 new card lock locations. In closing, we started to see the benefit of our transformation plan in 2025, and our team remained dedicated to build upon that momentum to deliver value to our stockholders. Now, we would like to open the floor up for appropriate stockholder questions and comments. This can be directed to either company management or Mr. Profitt, who is your representative or independent auditor. Please enter any question you may have through the web portal. Please note, we will attempt to answer as many appropriate questions as time allows.

Speaker 5

Anna, monitoring the web portal, and we don't have any questions. Okay.

Arie Kotler, Chairman

We thank you for your attendance today and continue to support. Thank you and have a great day.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.