Beyond Meat (BYND) Proxy Filing summary

Executive summary

• Special Meeting called to address proposals related to a major debt exchange, capital structure, and equity compensation changes.

• Exchange Offer converted $1.15B in 0% Convertible Senior Notes due 2027 into $202.5M of new 7% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 and up to 326M new shares, resulting in significant dilution.

• Early settlement saw 96.92% of notes tendered, with new notes and shares issued, and a $12.5M SteerCo Premium paid to supporting noteholders.

• Board recommends approval of all proposals to support financial flexibility and future growth.

Voting matters and shareholder proposals

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

• Proposal 2: Approve amendment/restatement of the 2018 Equity Incentive Plan to increase authorized shares for equity awards, including new management incentive plan (MIP) awards.

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

• Proposal 4: Approve 30 alternate amendments for a reverse stock split and proportionate reduction in authorized shares, with flexibility for the board to select the ratio.

• 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; Proposal 3, 4, and 5 are independent.

Board of directors and corporate governance

• Board composition changed as part of the Exchange Offer: two directors resigned, two new independent directors (AHG Directors) appointed, and committee assignments updated.

• Board recommends voting FOR all proposals and entered into voting agreements with noteholders representing 96.92% of notes to support the proposals.

• Stock ownership guidelines for outside directors adopted in 2024.