ADVANCED DRAINAGE SYSTEMS, INC. FY 2026 Earnings Call

Good morning, and welcome to the Advanced Drainage Systems, Inc. annual meeting of stockholders. I'd now like to turn the meeting over to D. Scott Barbour, President and CEO. Please go ahead, sir. Good morning, ladies and gentlemen.

It is a pleasure to welcome you to this annual meeting of stockholders of Advanced Drainage Systems, Inc. I am Scott Barbour, President and CEO. The meeting will now come to order. An agenda that outlines the order of business for the meeting has been made available through the online virtual meeting portal. The matters on which the stockholders are voting are to, number 1, elect nine directors nominated for a term to expire at the 2027 annual meeting. Number 2, ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending on March 31st, 2027. Number 3, approve on a non-binding advisory basis, the compensation of the company's named executive officers, also known as a say on pay vote.

Given the format of this year's annual meeting, management will not be entertaining questions at the end of the meeting. However, you are welcome to submit questions where indicated in the online portal, and management will look to respond to your questions as appropriate at a later date. I would like to begin the meeting by introducing the current members of the company's board of directors who have dialed into the webcast. Joining me today are Anesa Chaibi, Michael Coleman, Bob Eversole, Alex Fischer, Tanya Fratto, Kelly Gast, Manuel Perez de la Mesa, and Anil Seetharam. I would also like to recognize Mark Haney and Luther Kissam, who are not standing for re-election, to thank them for their service as members of the board, and for the depth and breadth of expertise they have brought to the board. We also have members of the company's executive management team in attendance.

Scott Cottrill, our corporate secretary, will serve as secretary of the meeting and will record the proceedings, and I will serve as the chair of the meeting. At this time, I would like to ask Scott if notice of this annual meeting has been sent to all stockholders entitled to vote at this meeting.

Thank you and good morning. Yes. I have here an affidavit from an authorized representative of Broadridge Financial Solutions, Inc., duly signed, which states that on June 3rd, 2026, notice of the meeting was mailed to stockholders of record as of the close of business on May 22nd, 2026, the record date for the meeting. Stockholders were provided electronic access to our proxy statement, proxy card, annual report, and other material necessary to vote at this meeting, and could request hard copies of the documentation as outlined in our notice. This affidavit will be filed with the minutes of this meeting.

The affidavit is accepted. Mr. Cottrill will now discuss the procedures for transacting the business of the meetings.

This meeting is being hosted live via virtual shareholder meeting room. A copy of the agenda for the meeting is available through the online virtual meeting portal, and the meeting will take place as described in the agenda. Guidelines for the conduct of the meeting have also been made available through the online virtual meeting portal. Any stockholder entitled to vote may vote while connected to the meeting room using the Vote Here tab through the virtual meeting portal. Any ballot not received when called for will not be counted. You will have an opportunity to vote when the polls are opened later in the meeting. If you have already submitted your vote via proxy, you need not vote again. We will announce the initial results of the report of the inspectors of election when voting is complete.

An authorized representative of Broadridge Financial Solutions, Inc. is in attendance today and has been appointed to serve as the inspector of election for this meeting. She has signed an oath to act as the inspector of election, and this oath will be filed with the minutes of this meeting. The inspector has the registered stockholder list of the company as of May 22nd, 2026, the record date for this meeting, which shows the registered stockholders and the respective number of shares entitled to vote at this meeting. This list was made available for examination by stockholders at the company's corporate offices and will be filed with the minutes of this meeting. Will the Secretary now report the number of shares, beneficial and registered, represented at this meeting.

Out of the total number of shares of common stock outstanding as of the record date and entitled to vote at this meeting, there are present or represented by proxy at least 69,449,767 shares, or approximately 90.61% of such shares outstanding as of the record date.

A quorum is present at the meeting. I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. Since no stockholder nominations or proposals were properly filed in advance of this meeting, as provided for in the bylaws, the business of the meeting is limited to the three matters stated in the notice of the meeting. The first item of business is Proposal 1, the election of nine directors of the company. Directors D. Scott Barbour, Anesa T. Chaibi, Michael B. Coleman, Robert M. Eversole, Alex R. Fischer, Tanya D. Fratto, Kelly S. Gast, Manuel J.

Perez de la Mesa, Anil Seetharam will stand for election as directors, each to serve for a term expiring at our 2027 annual meeting or until his or her successor has been elected and qualified. The board of directors of the company recommends that stockholders vote for each of the nine director nominees presented in Proposal 1. A motion to elect nine directors is now in order. Is there a motion? I move that each of the nine director nominees presented in Proposal 1 be elected as directors.

Is there a second to this motion?

I second the motion. The motion has been duly made and seconded.

Our next item of business is Proposal 2, a proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the company for the fiscal year ending on March 31st, 2027. A representative from Deloitte & Touche LLP is in attendance at today's meeting and would be pleased to respond to appropriate questions submitted by stockholders, which may be submitted at this time through the online portal. Any questions so submitted will be addressed as appropriate at a later date. The appointment of Deloitte & Touche LLP is discussed in the proxy statement that was made available to stockholders prior to the commencement of this annual meeting. The board of directors of the company recommends that stockholders vote for this proposal.

A motion to ratify the appointment of Deloitte & Touche LLP as described in the proxy statement is now in order. Is there a motion? I move that the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending on March 31st, 2027, be ratified.

Is there a second to this motion?

I second the motion. The motion has been duly made and seconded.

Our next item of business is Proposal 3, a proposal to approve on a non-binding advisory basis the compensation for the company's named executive officers. The compensation of the company's named executive officers is discussed in the proxy statement that was made available to stockholders prior to the annual meeting. The board of directors of the company recommends that stockholders vote for this proposal. A motion to approve the compensation of the company's named executive officers is now in order. Is there a motion? I move that the compensation of the company's named executive officers be approved.

Is there a second to this motion?

I second the motion. The motion has been duly made and seconded.

Having presented all matters to be voted on by stockholders, I declare the polls now open for voting on the proposals. The votes on these proposals will be conducted via the virtual meeting room through the Vote Here tab. It is important that all votes be cast. However, it is not necessary for you to vote via the virtual meeting room during this meeting if you have previously returned a proxy card. Operator, please open the polls for voting. We will take a few moments to ensure all of the online ballots have been properly submitted for the three proposals being voted on today. The inspector has also collected the master ballot that is being cast by the designated proxies. The voting has having been completed, I declare that the polls are now closed.

I would again like to express my sincere appreciation to the stockholders who attended this meeting and to those who submitted their proxies. I understand that the preliminary report of the Inspector of Election has been delivered to the company. Inspector, will you please announce the results of the stockholders' vote?

My preliminary report indicates that each of the director nominees referenced in Proposal 1 received the requisite number of votes and has been duly elected as a director of the company. No other candidates for election as a director received any votes. At least a majority of the outstanding shares present via the virtual meeting room are represented by proxy and entitled to vote, voted in favor of proposals number two and three.

I am pleased to announce the following based on the preliminary results. Each of the director nominees referenced in Proposal 1 have been duly elected as directors, with all the elected directors to serve a term expiring at our 2027 annual meeting, or until his or her successor has been elected and qualified. Since the number of votes in favor of approval of proposal number two represents more than a majority of the outstanding shares present, being the virtual shareholder meeting room, are represented by proxy and entitled to vote, I am pleased to announce that the appointment of Deloitte & Touche LLP as the company's independent registered accounting firm for the fiscal year ending on March 31, 2027, has been ratified.

Finally, since the number of votes in favor of approval of proposal number three represents more than a majority of the outstanding shares present via the virtual shareholder meeting room, are represented by proxy and entitled to vote, I am pleased to announce that the compensation for named executive officers has been approved. I hereby request that the final report of the Inspector of Election be filed with the minutes of this meeting. This concludes the formal matters to be acted upon at this annual meeting. As there is no further business to come before this meeting, a motion to adjourn the formal meeting is now in order. Is there such a motion?

I move that we adjourn the formal meeting.

Is there a second to this motion?

I second the motion. It has been moved and seconded that the formal meeting adjourn.

All shares entitled to vote that are represented by proxy at this meeting are hereby cast in favor of adjourning of the meeting. Thus, the motion is carried, and the formal meeting is adjourned. Once again, I wish to thank you for your participation. Operator, you may now disconnect the meeting.

The meeting has now concluded.