BigBear.ai (BBAI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2026, to be held virtually, with record date set as April 13, 2026.

• Shareholders will vote on seven proposals, including director elections, executive compensation, auditor ratification, and a charter amendment to increase authorized shares.

• Board unanimously recommends voting FOR all proposals.

• Proxy materials are available online, and shareholders can vote via internet, mail, or phone.

Voting matters and shareholder proposals

• Election of two Class II directors (Kevin McAleenan and Pamela Braden) to serve until 2029.

• Advisory vote on the frequency of future executive compensation votes, with Board recommending annual votes.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Approval of amendment to increase authorized common stock from 500M to 1B shares.

• Approval of adjournment of the meeting if more time is needed to solicit votes for the charter amendment.

• Shareholder proposals for the 2027 meeting must be submitted by December 29, 2026.

Board of directors and corporate governance

• Board consists of eight directors, classified into three classes with staggered terms.

• Emphasis on diversity, independence, and relevant industry expertise; two women and one racially/ethnically diverse director.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Annual self-evaluation of Board and committee effectiveness.

• Voluntary Retail Voting Program allows retail shareholders to align votes with Board recommendations.