Allbirds (BIRD) Proxy filing summary

Executive summary

• A special meeting is scheduled for May 18, 2026, to vote on five major proposals, including the sale of substantially all assets, a charter amendment, a Nasdaq compliance proposal, potential company dissolution, and adjournment if needed.

• The company plans to sell its footwear business and related intellectual property for $39 million to Allbirds IP LLC, a subsidiary of American Exchange Group, following a strategic review and competitive bidding process.

• After the asset sale, the company intends to rebrand as NewBird AI, Inc. and pivot to an electronics infrastructure business focused on high-performance computing assets, supported by a $50 million convertible note facility.

• A special dividend is anticipated for shareholders post-sale, and shares will remain listed on Nasdaq unless dissolution is pursued.

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

Voting matters and shareholder proposals

• Proposals include: (1) asset sale approval, (2) charter amendment to remove public benefit status and change the company name, (3) approval for issuance of shares exceeding 19.99% under Nasdaq rules, (4) authorization for liquidation and dissolution, and (5) adjournment if necessary.

• Each proposal has specific voting thresholds, with the asset sale and dissolution requiring a majority of outstanding shares, and the charter amendment requiring a two-thirds supermajority.

• Abstentions and broker non-votes generally count as votes against, except for the Nasdaq and adjournment proposals, where they have no effect.

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 TD Cowen as financial advisor and Duff & Phelps (Kroll) for a fairness opinion.

• Support agreements were secured from key directors and major shareholders to vote in favor of the proposals.