Allbirds (BIRD) Proxy filing summary

Executive summary

• A special meeting is scheduled for June 3, 2026, to vote on four key proposals: the sale of substantially all assets, a charter amendment, approval for convertible note conversion under Nasdaq rules, and potential adjournment to solicit more proxies.

• The asset sale involves divesting the company's footwear business, including the Allbirds brand and related intellectual property, to Allbirds IP LLC, a subsidiary of American Exchange Group, for $39 million in cash, subject to adjustments.

• The company plans to issue a special dividend to shareholders after the asset sale and continue as a Nasdaq-listed entity, shifting focus to a new electronics infrastructure business centered on acquiring and monetizing high-performance computing assets.

• Proceeds from the asset sale are estimated at $35–36.2 million after expenses, with a projected special dividend of approximately $1.34 per share, though the final amount may vary.

• The board unanimously recommends voting in favor of all proposals, citing the unsustainable losses of the footwear business and the strategic opportunity to maximize shareholder value.

Voting matters and shareholder proposals

• Four proposals are up for vote: asset sale approval, charter amendment to remove public benefit corporation status, approval for convertible note conversion exceeding 19.99% of shares, and adjournment if more proxies are needed.

• Each proposal has specific voting thresholds, with the asset sale and charter amendment requiring majority and supermajority approval, respectively.

• Major shareholders and insiders have entered into support agreements to vote in favor, representing over 70% of voting power.

Board of directors and corporate governance

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

• The board and special committee engaged financial advisors TD Cowen and Duff & Phelps (Kroll) for transaction advice and a fairness opinion.

• The board considered a broad range of strategic alternatives and determined the asset sale was in the best interest of shareholders.