Hydrofarm Holdings Group, Inc. (HYFM) June 2026 Annual General Meeting Transcript

Good day, everyone, and welcome to the Hydrofarm Holdings Group Annual Meeting. Now, I'll turn the call over to your host, CEO and Chairman, William Toller. Please go ahead. Good morning. Welcome to the 2026 Annual Meeting of Stockholders of Hydrofarm Holdings Group, Inc. I am William Toller, Chief Executive Officer and Chairman of the Board of Directors. It's my pleasure to welcome all of you. It's 11 o'clock a.m. Eastern Time. In accordance with the notice of the meeting, I call to order the 2026 Annual Meeting of Stockholders of Hydrofarm Holdings Group, Inc. For each of you attending the meeting via webcast this morning, you should be able to access the agenda for the meeting through the virtual platform. It is our intention to conduct this meeting in accordance with this agenda. There will be an opportunity for questions about the proposals as they are presented and for general questions at the end of the meeting. Please adhere to the rules of conduct we have provided. Before proceeding to the business of the meeting, I'd like to introduce Hydro Farms directors and officers in attendance today. Our directors are Patrick Chung, Melissa Denis, Reena Persovsky, and Chris Yedder. At today's meeting, Chris Yedder is a nominee for re-election. Also present today are Mark Parker, president, Kevin O'Brien, chief financial officer, and Erica Ackerman, chief accounting officer. Information about our directors and officers and the complete biographies are contained in the company's proxy statement. Also present today are representatives from CBiz CPAs PC, the company's auditors, Seth Poppik from Cozen O'Connor, the company's outside counsel, and Charles Zay, the independent inspector of elections from American Election Services, LLC, as appointed by Broadridge Financial Solutions. If questions arise during the discussion period that these individuals should appropriately address, they will be glad to respond. This meeting is held pursuant to a notice which was provided and mailed as applicable owner around April 30th, 2026 to each stockholder of record as of April 24th, 2026, who is entitled to vote. The count of shares present immediately prior to the commencement of the meeting indicated that 2,642,956 shares of the company's voting capital stock are present in the meeting via webcast or by proxy. This is approximately 55.47% of the out-touting voting stock of the company. I hereby declare a quorum present at the meeting. I'd like to express our appreciation to all stockholders who return their proxies. The polls are now open via webcast to vote on the election of a director, an advisory vote on compensation of our named executive officers, and the ratification of the company's auditors. After voting has been completed on all the matters and the agenda balance will be counted, to vote please click the vote button located on your screen. Proposal number one, election of directors. The first matter being submitted to the stockholders for action is the election of one Class III director to serve for a term of three years until the 2029 Annual Meeting of Stockholders and until his respective successor is elected and qualified. The nominee is Mr. Yetter. Additionally, information about the director nominee is available in the company's proxy The company has not received timely notification of other nominations as required by the company bylaws. Therefore, I declare the nominations closed. are there any questions pertaining to this proposal we have received no questions thank you kevin voting proposal number two advisory vote on compensation of offices the second matter is an advisory vote regarding the approval of compensation by named executive officers as described in our proxy statement because your vote is advisory it will not be binding on our compensation committee or our board of directors the results of voting will be taken into consideration when making future decisions regarding executive compensation Are there any questions pertaining to this proposal?

We have received no questions.

Thank you, Kevin. Voting proposal number three, ratification appointment of auditor. The third and final matter being submitted to stockholder for voting is the ratification of the appointment of CBIS CPAs PC as the company's auditor for the fiscal year ending December 31, 2026. The audit committee was assigned the responsibility of recommending and appointing the company's auditors and the board director to propose that the stockholders ratify this appointment. Are there any questions pertaining to this proposal?

We have received no questions.

Thank you, Kevin. If there are any stockholders voting via webcast, please submit your vote at this time. The polls will be closing in one minute.

The results of all balloting will be read after the voting has been completed on this matter.

Next result of the balloting, the polls are now closed. Will the inspector of election please report the results of balloting when ready?

Mr. Chairman, we have completed a preliminary count of the ballots and a plurality of the vote cast have been voted for the election of the class three director named in the company's proxy statement for terms expiring on the date of the 2029 annual meeting of stockholders. Regarding proposal number two, relating to an advisory vote regarding compensation of the company's named executive officers, the company received 1,407,311 votes in favor of the proposal, 340,266 votes were received against the proposal, and 221,451 votes have abstained. Regarding proposal number three, relating to the ratification of the appointment of Seabird CPA as the company's independent registered accounting firm for fiscal year ending December 31st, 2026, the company received 2,469,321 votes in favor of the proposal, 168,866 votes were received against the proposal and 4,769 votes have abstained.

Thank you, Mr. Zade.

Based on the preliminary count of ballots, I hereby declare the following preliminary results. The nomination for Class III Director has been duly elected. The non-binding advisory vote on executive compensation has been approved, and the appointment of CBIS, CPACC, as the company's independent register accounting firm for the fiscal year ending December 31, 2026, has been ratified. After the final tabulation has been completed, it will be placed in the minutes of this meeting. The final results of the stockholder vote, reflecting all proxies received by mail through the close of the meeting, and any votes cast during the meeting with respect to each of the proposals, will be included in the final report of the Inspector of Election, and will be published in the 8K within four business days after the final results are known, and will be available upon request.

If there are no other business, this concludes the formal portion of our meeting.

I would like to, again, to express my sincere appreciation to the stockholders who attended the meeting and voted, as well as those submitted their proxies, but were not able to be present at the meeting. At this time, stockholders may ask general questions. If you'd like to ask a question, please use the question box provided through the virtual platform. Please be advised that our remarks and management's responses to questions may contain some forward-looking statements in compliance with the Private Securities Litigation Reform Act of 1995. I'm advised to point out the actual results may differ significantly from the results discussed in the board looking statements. Factors that might cause such a difference include those support from time to time in the company's SEC filings, including a January report on Form 10-K for the year ending December 31, 2025, and its quarterly report on the Form 10-Q for the quarter ending March 31, 2026. There are no further questions.

Being no further questions, we will now move to adjourn.

Thank you, Kevin. The meeting is now formally adjourned. thank you for attending the 2026 annual meeting of stockholders. We appreciate your continued support behind your farm holdings group.

That concludes our meeting today. You may now disconnect.