Beyond Meat (BYND) Proxy Filing summary

Executive summary

• Special Meeting called to address proposals related to a major Exchange Offer, recapitalization, and governance changes.

• Exchange Offer involves swapping $1.15B in 0% Convertible Senior Notes due 2027 for up to $202.5M in new 7% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 and up to 326M shares of common stock.

• The Exchange Offer aims to address debt maturity, improve capital structure, and strengthen the balance sheet.

• Substantial dilution to existing shareholders is expected, with noteholders potentially owning up to 81% of common stock post-closing, and up to 87.7% if all new notes convert.

• Board recommends voting FOR all proposals and has secured voting agreements from holders of 47% of the outstanding notes.

Voting matters and shareholder proposals

• Proposal 1: Approve, per Nasdaq Rule 5635(d), issuance of shares upon conversion/equitization of up to $215M in new notes, potentially exceeding 20% of pre-offer shares.

• Proposal 2: Approve amendment/restatement of the 2018 Equity Incentive Plan to increase shares for issuance, including for key employee awards.

• Proposal 3: Approve amendment to increase authorized common stock from 500M to 3B shares.

• Proposal 4: Approve 30 alternate amendments to effect a reverse stock split and proportionate reduction in authorized shares, with ratios from 1-for-10 to 1-for-150.

• Proposal 5: Approve adjournment of the meeting if more time is needed to solicit votes.

• Approval of Proposals 1 and 2 is conditioned on approval of Proposal 3; Proposals 3, 4, and 5 are independent.

Board of directors and corporate governance

• Board transition: Two directors to resign and two new independent directors (Alexandre Zyngier and Raphael Thomas Wallander) to be appointed per the Transaction Support Agreement.

• Board committees to be updated with new appointments; Zyngier to audit committee, Wallander to compensation committee.

• Board recommends all proposals and has adopted stock ownership guidelines for outside directors.