Beyond Meat (BYND) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Net revenues decreased 4.9% to $326.5 million in 2024, with a net loss of $160.3 million, but gross profit improved and operating expenses declined.

• Cost-reduction initiatives included workforce reductions and suspension of China operations, aiming for margin recovery and cash flow generation.

• Executive compensation was reduced, with 2024 CEO target total direct compensation down 20% from 2023, and no short-term incentive payouts due to missed performance goals.

• Stockholder outreach and feedback led to changes in compensation benchmarking and the introduction of performance-based long-term incentives.

Voting matters and shareholder proposals

• Stockholders will vote on three Class III directors, ratification of Deloitte & Touche LLP as auditor, and a non-binding say-on-pay vote for executive compensation.

• The board recommends voting FOR all proposals.

• Majority voting standard for director elections was instituted in February 2024.

Board of directors and corporate governance

• The board consists of nine members, divided into three staggered classes, with 89% independence.

• Recent board refreshment added five new independent directors since 2022.

• Board committees include audit, human capital management and compensation, nominating and corporate governance, and risk, all composed of independent directors.

• Stock ownership guidelines for outside directors were adopted in October 2024.

• The board has a lead independent director and conducts regular executive sessions of independent directors.