Beneficient (BENF) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for March 27, 2026, to be held virtually, with voting on key proposals and director elections.

• Proposals include electing three Class A directors, ratifying the independent auditor, and amending the 2023 Long Term Incentive Plan to increase share reserves.

• Board recommends voting in favor of all proposals and director nominees.

• Only holders of record as of February 13, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class A directors to serve until the 2027 annual meeting.

• Proposal 2: Ratify Weaver and Tidwell, LLP as independent registered public accounting firm for FY ending March 31, 2026.

• Proposal 3: Approve amendment to the 2023 Long Term Incentive Plan to increase shares available for awards.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board currently consists of six members: three Class A and three Class B directors.

• Class A directors are elected by both Class A and B shareholders; Class B directors are elected by Class B holders.

• Board committees include Audit, Compensation, Nominating, Executive, Enterprise Risk, Credit, and Products and Related Party Transactions Committees.

• Several committees were dissolved effective March 10, 2026.

• Board independence confirmed for three directors under Nasdaq rules.