Allbirds (BIRD) Proxy filing summary

Executive summary

• A special meeting is called to approve the sale of substantially all assets, including the footwear business, to Allbirds IP LLC for $39 million, following a strategic review and competitive bidding process involving over 90 parties.

• The company will exit the footwear business, change its name, and pursue a new strategy in the electronics infrastructure sector, focusing on GPU acquisition and monetization for AI and high-performance computing.

• Proceeds from the asset sale are expected to be $35–36.2 million after expenses, with a special dividend planned for shareholders and continued Nasdaq listing.

• A fairness opinion from Duff & Phelps (Kroll) concluded the distribution amount to public shareholders is fair from a financial perspective.

Voting matters and shareholder proposals

• Four proposals are up for vote: (1) asset sale approval, (2) charter amendment to remove public benefit status and change the company name, (3) approval for issuance of >19.99% new shares upon conversion of convertible notes per Nasdaq rules, and (4) adjournment authority if more votes are needed.

• The board unanimously recommends voting FOR all proposals.

• Approval thresholds vary: asset sale (majority of outstanding shares), charter amendment (66 2/3% of voting power), Nasdaq proposal and adjournment (majority of votes cast or present).

Board of directors and corporate governance

• The board and a special committee of independent directors led the strategic review and sale process.

• Certain directors and executives have interests in the asset sale, including voting control and retention bonuses.

• Support agreements ensure major shareholders will vote in favor of the proposals.