Blue Bird (BLBD) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for March 11, 2026, at the corporate headquarters in Macon, Georgia, with voting available online, by mail, or in person.

• Proxy materials are primarily distributed electronically to reduce costs and support sustainability efforts.

• Shareholders of record as of January 15, 2026, are eligible to vote on key proposals, including director elections, compensation, and governance matters.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms.

• Approval of the Amended and Restated 2015 Omnibus Equity Incentive Plan, increasing reserved shares and extending the plan's term.

• Approval of an amendment to the certificate of incorporation to limit officer liability for certain fiduciary breaches, as permitted by Delaware law.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Ratification of BDO USA, P.C. as the independent registered public accounting firm for fiscal 2026.

Board of directors and corporate governance

• The board is classified into three classes, with staggered three-year terms.

• Majority of directors are independent under Nasdaq standards; board diversity statistics are voluntarily disclosed.

• Three standing committees: Audit, Compensation, and Corporate Governance and Nominating, each with defined responsibilities and independent members.

• Board and committee meetings had high attendance, and a third-party board evaluation was conducted.