BARK (BARK) investor relations material

Executive summary

• The annual meeting is scheduled for March 25, 2026, and will be held virtually, allowing shareholders to vote and ask questions online.

• Four key proposals will be presented: election of two Class A directors, ratification of Deloitte as auditor, advisory approval of executive compensation, and a reverse stock split authorization.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class A directors, ratifying Deloitte as auditor, approving executive compensation (say-on-pay), and authorizing a reverse stock split at a ratio between 1:2 and 1:30.

• The board unanimously recommends voting for all proposals.

• Shareholder nomination notices and acquisition proposals were received and reviewed, including a withdrawn nomination and two preliminary acquisition interests at $0.90 and $1.10 per share.

Board of directors and corporate governance

• The board consists of seven directors divided into three classes, with staggered three-year terms.

• Five of seven directors are independent; all committees are fully independent.

• The board has Audit, Compensation, and Corporate Governance & Nominating Committees, each with defined charters and responsibilities.

• Annual evaluations of the board, committees, and directors are conducted.

• The board structure includes an Executive Chair (also CEO) and a Lead Independent Director.

• Stock ownership guidelines require directors and the CEO to hold shares equal to five times their annual retainer or salary.