Grove Collaborative Holdings, Inc. (GROV) Earnings Call Transcript & Summary

Will the meeting please come to order. I'm Stuart Landesberg, CEO, President, Grove Collaborative Holdings, Inc. I will be presiding over this meeting. Along with my fellow directors and executive officers of the company, I would like to welcome you to our Annual Meeting of Stockholders. We appreciate your attendance, your interest and most importantly, your support of Grove Collaborative. This Annual Meeting of Stockholders is held pursuant to the bylaws of the company and written notice to all stockholders. You are participating in the meeting virtually. We are pleased to hold our annual stockholders meeting virtually to increase access and participation. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen. We will respond to comments and questions received at the meeting through post-meeting follow-up and we will post answers to all appropriate questions received in our Investor Relations website at investors.grove.co, after the meeting. After introducing the directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon. Nathan, I'll turn the floor over to you.

Thanks, Stu. Good morning, everyone. I'm Nathan Francis, Grove's General Counsel and Secretary. In accordance with our bylaws, I will act as Secretary of the meeting. I would like to introduce the directors of Grove Collaborative who are in attendance today. We welcome John Replogle, our Chairman; Christopher Clark, a Director and also our Co-Founder and Chief Digital Officer; Kevin Cleary; and David Glazer. In addition to Stu, Chris and me, the other Grove Collaborative executive in attendance is Sergio Cervantes, our Chief Financial Officer and Treasurer. Also attending this meeting is Guy Richardson of Ernst & Young, our independent auditors. Although EY has indicated that it does not wish to make a statement, Mr. Richardson will respond by follow-up to appropriate questions submitted at the virtual meeting. The Board of Directors has appointed Ana Gois, a representative of Continental Stock Transfer & Trust Company to serve as the independent Inspector of Election for this meeting. I request that she filed for oath of office with the Secretary of the meeting and are included in the minutes of this meeting. I will now report on the proof of notice of meeting, and an affidavit of mailing from Continental Stock Transfer & Trust Company, certified as of the event of notice for this meeting and the sending to stockholders of record as of March 31, 2023, the notice of Internet availability of proxy-material, all of which Continental commenced distributing to stockholders on April 14, 2023. I also have a copy of the 2022 annual report, which includes financial statements certified by EY. A copy of this annual report was sent or made available to each stockholder prior to vote at this meeting and an electronic copy of the annual report is available on the website used to access this meeting. The notice of meeting and the affidavit of mailing, together with the attachments thereto, and the 2022 annual report will be filed with the minutes of this meeting. I also have the list of the holders of record of common stock for the company at the close of business on March 31, 2023. The list of stockholders has been open for examination of the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is available for inspection during this meeting by any stockholder on our website used to access this meeting. I will file a copy of the list of stockholders with the records of the company. I will now present my report of attendance at this meeting, so we can determine whether a quorum is present. On March 31, 2023, the record date for this annual meeting, there were outstanding and entitled to vote the total of 128,806,900 shares of Class A common stock and 49,869,619 shares of Class B common stock, representing a total of 627,503,090 votes. I've been informed by the Inspector of Election that there are 484, 048,433 votes represented by proxy or approximately 77% of the voting power entitled to vote at this annual meeting. The shares so represented exceeded 50% of the voting power entitled to vote at this meeting and thus constitute the quorum.

Thank you, Nathan. On the basis of the report of the Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened.

Thanks, Stu. It is currently 09:04 a.m. on May 24, 2023, and the polls for voting on all matters are open. All Grove Collaborative stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously casted vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the Inspector of Election will provide her preliminary report. We'll move now to a review of the proposals. The first proposal to come before the meeting is the election of directors. At this meeting, we'll be electing 2 directors for a 3-year term expiring to 2026 annual meeting of stockholders. The nominees are Stuart Landesberg and Kristine Miller. Information concerning their principal occupations, service as Grove Collaborative directors, skills and qualifications and other matters which may be of interest are contained in the proxy statement. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. The next matter to come before the meeting is the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of EY to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending December 31, 2023. The third and final matter to come before the meeting is a resolution for approval of an amendment to the company's certificate of incorporation to effect a reverse stock split of our issued and outstanding Class A common stock and Class B common stock, using a ratio of not less than 1-for-5 and not more than 1-for-25 with a specific ratio of the implementation and timing of such reverse stock split to be determined in the discretion of our Board. The ratio will be the same for the Class A common stock and Class B common stock. The polls are about to close. So if you've not yet voted, please do so. [Voting] Since everyone has had the opportunity to vote, it is now 09:06 a.m., and the polls are closed. The inspector of election has delivered her preliminary report, and I will now announce the preliminary results. Mr. Chairman, based on the Inspector of Election's preliminary report, each of the nominees for Director received more than 99% of the votes cast in favor of his or her election and has been elected as a director of the company to serve for a 3-year term that will expire in 2026. The ratification of the appointment of EY as the company's independent registered public accounting firm received more than 99% of the votes in favor, and the appointment has been ratified. And the amendment to the company's certificate of incorporation to effect a reverse stock split has been approved by more than 99% of the votes in favor of the proposal, and by more than a majority of the outstanding voting power, which is the required approval threshold. We will file the final report of the Inspector of Elections with the records of this meeting. We expect to report the results of the voting on Form 8-K filed with the SEC within 4 business days of this meeting.

Thank you, Nathan. That concludes the business for this meeting. This meeting is now adjourned. I invite you to ask any questions you may have regarding the company and its business. Please follow the instructions provided on the virtual meeting screen to submit questions. We will respond to comments and questions received at the meeting through a post-meeting follow-up, and we'll post answers to all appropriate questions received on our Investor Relations website at investors.grove.co after the meeting. Thank you all for attending today's meeting and for continuing to support for Grove Collaborative as we work to transform consumer products into a positive force for human and environmental good.