Home / Transcripts / Rocky Mountain Chocolate Factory, Inc. (RMCF) · August 3, 2026

Rocky Mountain Chocolate Factory, Inc. (RMCF) Earnings Call Transcript

August 3, 2026

NASDAQ US Consumer Staples Food Products shareholder_meeting 12 min

Earnings Call Speaker Segments

Operator operator
#1

Good morning, and welcome to the Rocky Mountain Chocolate Factory, Inc. 2026 Annual Meeting of Stockholders. Please note that today's meeting is being webcast. Instructions for submitting written questions and voting during the meeting are available through the vital meeting platform. I will now turn the meeting over to Mel Keating, Chair of the Board of Directors.

Melvin Keating executive
#2

Good morning, ladies and gentlemen. Welcome to the 2026 Annual Meeting of Stockholders of Rocky Mountain Chocolate Factory. We are pleased that you could join us today. As the operator indicated, my name is Mel Keating, and I am Chair of the Board of Directors of Rocky Mountain Chocolate Factory. Before we proceed to the business of the meeting, I would like to introduce some individuals who are important to the company and who are here today. Joining us are the executive officers of Rocky Mountain, Al Harper, Interim Chief Executive Officer; and Carrie Cass, Chief Financial Officer and Corporate Secretary. I would also like to introduce the other Board members who are attending today's meeting in alphabetical order. They are: Steve Craig; Jeff Geygan; Alberto Pérez-Jácome; and Brian Quinn. We also welcome Howard Condo, representing our independent audit firm, Rosenberg Rich Baker Berman, P.A. It is 10:02 a.m. Mountain Time, and I am now calling this meeting to order. As Chair of the Board, I will preside over the meeting as the chairperson, and Ms. Cass will act as Secretary. Carrie, would you please report on the presence of a quorum?

Carrie Cass executive
#3

Thank you, Mel. The record date for determining stockholders eligible to vote at the meeting was June 22, 2026. Copies of the notice of meeting and the company's proxy statement and form of proxy were mailed to stockholders on or about June 29, 2026. I've been given affidavits of mailing by the company's proxy solicitor, which will be filed with the minutes of the meeting. As of the close of business on the record date, there were 9,439,589 shares of the company's common stock outstanding and entitled to be voted at this meeting. The presence virtually or by proxy of the holders of a majority of the issued and outstanding shares of common stock entitled to vote at the meeting constitutes a quorum. I've been advised by the inspector of elections that based on the preliminary count, a quorum is present at this meeting. Accordingly, it may proceed.

Melvin Keating executive
#4

Thank you, Carrie. So that stockholders attending this meeting have sufficient time to vote, we are opening the polls now. It is 10:03 a.m. Mountain Time on August 3, 2026, and the polls are now open. You can vote your shares by clicking on the Vote button on the meeting website and following the instructions. As a reminder, if you have previously submitted a proxy and do not wish to change your voting instructions, you do not need to vote at this meeting. Repeat, you do not need to vote at this meeting. Voting at this meeting will revoke your prior proxy. We will provide another reminder to vote your shares before we close the polls. [Voting]

Melvin Keating executive
#5

A copy of the meeting procedures is accessible on the meeting website. We appreciate your observing the meeting procedures. Carolyn Beer of Computershare Trust Company has been appointed as the inspector of elections to supervise the vote at this meeting. The inspector of elections has taken the oath of office, which I direct to be filed with the minutes of this meeting. There are 5 items of business to be voted on today. After I introduce them, there will be an opportunity to submit questions related to the matters covered today by clicking on the Q&A button. To ensure we address the formal business of the meeting, questions will be limited to those items and there will not be a general question-and-answer session. The first item of business at this meeting is the election of 5 director nominees to serve for a 1-year term until the company's 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The nominees for election are: Steve Craig, Jeff Geygan, Mel Keating, Brian Quinn and Alberto Pérez-Jácome. The Board of Directors recommends a vote for each nominee. The second item of business at this meeting is the ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the company's independent registered public accounting firm for the fiscal year ending February 28, 2027. The Board of Directors recommends a vote for this proposal. The third item of business at this meeting is to approve, on an advisory basis, the compensation of the company's named executive officers. The Board of Directors recommends a vote for this proposal. The fourth item of business at this meeting is to approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the company's named executive officers. The Board of Directors recommends a vote of 1 year for this proposal. The fifth and last item of business at this meeting is to approve an amendment to the company's 2024 Omnibus Incentive Compensation Plan, as amended, to increase the number of shares of common stock authorized for issuance under the 2024 Omnibus Incentive Compensation Plan. The Board of Directors recommends a vote for this proposal. The polls are open for stockholders to vote. You can vote your shares by clicking on the Vote button on the meeting website and following the instructions. As a reminder, if you have previously submitted a proxy and do not wish to change your voting instructions, you do not need to vote at this meeting. Voting at this meeting will revoke your prior proxy. We will now address any questions concerning meeting matters. Sean, have we received any relevant stockholder questions?

Sean Mansouri attendee
#6

No. We have not received any relevant stockholder questions.

Melvin Keating executive
#7

Thank you. We will pause now to give stockholders a final opportunity to vote. The polls will close shortly. It is 10:10 a.m. Mountain Time on August 3, 2026, and the polls are now closed. Based upon the votes received prior to commencement of the meeting, and subject to final adjustment for any votes submitted at the meeting today, I can report that all 5 nominees were elected and the 4 other items of business were approved. The final results of voting will be reported on a Form 8-K to be filed with the SEC within 4 business days of this meeting. This concludes the formal portion of the meeting, and the meeting is now adjourned. We express our sincere appreciation to those stockholders who attended the meeting as well as to those who submitted their proxies, but were unable to be present at the meeting. We are grateful for your continued interest in, and support of Rocky Mountain Chocolate Factory.

Operator operator
#8

Thank you. This concludes the Rocky Mountain Chocolate Factory, Inc. 2026 Annual Meeting of Stockholders. You may now disconnect. We wish you a pleasant day.

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