Build-A-Bear Workshop (BBW) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, to elect two directors, ratify Ernst & Young LLP as auditor, and hold a non-binding vote on executive compensation.

• Proxy materials delivered primarily online to reduce costs and environmental impact.

• Shareholders of record as of April 16, 2025, are eligible to vote; 13,205,991 shares outstanding.

• Voting can be done online, by phone, mail, or in person at the meeting.

Voting matters and shareholder proposals

• Proposals include: election of two directors, ratification of auditor, advisory vote on executive compensation, and other business as may arise.

• Board recommends voting FOR all proposals and nominees.

• Shareholder proposals for the 2026 meeting must be received by January 2, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board consists of seven members in three staggered classes; will reduce to six after 2025 due to a retirement.

• Board committees: Audit, Compensation and Human Capital, Nominating and Corporate Governance.

• All non-management directors are independent per NYSE standards; committee members meet heightened independence requirements.

• Board leadership separates CEO and Non-Executive Chairman roles.

• Board diversity includes gender, ethnicity, and LGBTQ+ representation.