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

I am Jeff Yurcisin, CEO and a member of the Board of Directors of 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 growth. This annual meeting 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 platform. 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. With that said, I will turn the meeting over to our Secretary, Scott Geisler.

Thanks, Jeff. Good morning. I'm Scott Geisler, Grove's Chief Legal Officer and Secretary. I will act as Secretary of the meeting. I would like to introduce the directors of Grove who are in attendance today. In addition to Jeff, we welcome Stuart Landsberg, our Co-Founder and Chairman; John Replogle, our Lead Independent Director; Katie Anderson; Larry Chang, Chris Miller and Naytri Sramek. In addition to Jeff and me, the other Grove collaborative executive and attendance is Tom Siragusa, our Chief Financial Officer. Also attending this meeting are Matt Pay and Ryan Lemos of Baker Tilly, our independent auditors. Although our auditors have indicated that they do not wish to make a statement, Mr. Pay will respond by follow-up to appropriate questions submitted during the virtual meeting. Stephen Jones, a representative of Continental Stock Transfer & Trust Company has been appointed to serve as the inspector of election for this meeting. I would request that he file his oath of office with the Secretary of the meeting for inclusion in the minutes. I have an affidavit of mailing from Continental Stock Transfer & Trust Company, certifying as to the giving of notice of this meeting and ascending to stockholders of record as of April 24, 2026, the notice of Internet availability of proxy material, all of which Continental commenced distributing to stockholders on May 8, 2026. I also have a copy of the 2025 annual report which includes financial statements certified by Baker Tilly. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting and an electronic copy of the annual report is available on the website used to access the meeting. The notice of meeting and affidavit of mailing together with the attachments there too and the 2025 annual report will be filed with the minutes of this meeting. I have the list of holders of record of stock in the company at the close of the business on April 24, 2026, this list of stockholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. 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 that we can determine whether a quorum is present. On April 24, 2026, the record date for this annual meeting that were outstanding and entitled to vote a total of 42,028,075 shares of Class A common stock. 10,000 shares of Series A preferred stock, representing 4,739,336 votes and 15,000 shares of Series A prime preferred stock, representing [ 7,760,760 ] votes. I have been informed by the Inspector of Election that there are 41,783,964 votes represented by proxy or approximately 76% of the voting power entitled to vote at this annual meeting. The shares so represented exceed 50% of the voting power entitled to vote at the meeting and thus constitute a quorum. Jeff?

Thank you, Scott. 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, Jeff. It is 8:04 a.m. Pacific Time on June 18, 2026, and the polls for voting on all matters are open. All grow 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 cast vote, please do so via the website used to access this meeting. Please remember that if you've 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 his culinary report. We'll move now to a review of the proposals. Proposal 1, election of directors. The first proposal to come before this meeting is the election of directors. At this meeting, we will be electing 3 directors for a 3-year term expiring at the 2029 Annual Meeting of Stockholders. The nominees are Larry Chang, Stuart Lantisberg and Christine Miller, Information concerning their principal occupation, services Grove directors, build 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 this meeting is the ratification of appointment of Baker Tilly as the company's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment. The polls are about to close, so if you have not yet voted, please do so. [Voting]

Thanks everyone has had the opportunity to vote -- it is now 8:06 a.m., and the polls are closed. The inspector of election has delivered his preliminary report, and I will now announce the preliminary results. [Audio Gap] attending today's meeting and for continuing to support growth.