BRC (BRCC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 28, 2025, to be held virtually; record date is March 31, 2025.

• Key business highlights for FY2024 include $391.5 million in revenue, 9% growth in Wholesale, and a 950 basis point increase in gross margin to 41.2%.

• Strategic focus on supporting military, veterans, and first responders, with 32% of employees from these communities.

• Major philanthropic initiatives in 2024 included donations, mental health support, and veteran entrepreneurship programs.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors for three-year terms and ratifying Ernst & Young LLP as the independent auditor for 2025.

• Board recommends voting FOR all director nominees and auditor ratification.

• No other substantive proposals or shareholder initiatives are on the agenda.

Board of directors and corporate governance

• Board consists of nine members divided into three classes with staggered terms; majority are independent under NYSE rules.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and responsibilities.

• Controlled company status exempts from some NYSE governance requirements due to majority voting power held by a single individual.

• Board leadership includes an Executive Chairman and a Lead Independent Director.