BigBear.ai (BBAI) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 9, 2026, at 2:00 p.m. ET, to be held virtually.

• Proxy materials include a corrected proxy card for shareholder voting.

• Proxies may vote on other business as may properly come before the meeting.

Voting matters and shareholder proposals

• Election of two Class II directors: Kevin McAleenan and Pamela Braden.

• Ratification of Grant Thornton LLP as independent auditor for the year ending December 31, 2026.

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

• Advisory vote on the frequency of future say-on-pay votes, with board recommending every one year.

• Proposal to amend the certificate of incorporation to increase authorized common stock from 500,000,000 to 1,000,000,000 shares.

• Approval to adjourn the annual meeting if necessary.

Board of directors and corporate governance

• Board recommends voting for all director nominees and all proposals.

• Proxies appointed include Kevin McAleenan, Sean Ricker, and Carolyn Blankenship.

• Proxies authorized to vote for substitute nominees if needed.