Allbirds (BIRD) Proxy filing summary

Executive summary

• Annual Meeting will be held virtually to facilitate broader shareholder participation and reduce costs and environmental impact.

• Shareholders will vote on director elections, equity plan amendments, convertible note conversions, auditor ratification, and potential adjournments.

• Board recommends voting in favor of all proposals presented.

Voting matters and shareholder proposals

• Election of two new Class II directors to serve until 2029.

• Approval sought to amend the 2021 Equity Incentive Plan to increase authorized shares.

• Approval for issuance of Class A common stock exceeding 19.99% upon conversion of certain Convertible Notes, in compliance with Nasdaq rules.

• Ratification of BPM LLP as independent auditor for fiscal 2026.

• Approval for adjournment of the meeting if more proxies are needed.

Board of directors and corporate governance

• Board consists of five members, with a majority deemed independent under Nasdaq standards.

• Board committees include Audit, Compensation, and Nomination & Governance, all with independent members.

• Board leadership is chaired by an independent director, enhancing oversight.

• Annual self-evaluations and director nomination processes emphasize diversity, expertise, and integrity.

• Stockholders can recommend director nominees and communicate directly with the Board.