Blue Bird (BLBD) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for March 11, 2026, with voting on key proposals including director elections, equity plan amendments, officer liability limitation, executive compensation, and auditor ratification.

• Proxy materials are primarily distributed electronically, supporting cost savings and sustainability.

• Shareholders can vote online, by mail, or in person, with detailed instructions provided.

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 share reserve and extending plan term.

• Approval of an amendment 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 independent auditor for fiscal 2026.

Board of directors and corporate governance

• The board is classified into three classes, with regular elections and a focus on diversity and independence.

• All directors except the CEO are independent under Nasdaq standards.

• Board committees include Audit, Compensation, and Corporate Governance/Nominating, each with defined charters and responsibilities.

• Board diversity statistics are voluntarily disclosed, with two diverse directors.

• Stockholder communications and nomination procedures are clearly outlined.