BARK (BARK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on March 25, 2026, with four key proposals up for shareholder vote, including director elections, auditor ratification, executive compensation, and a reverse stock split authorization.

• The company’s mission is to make all dogs happy, with a focus on service, inclusiveness, and high standards of responsibility and ethics.

• The board consists of seven directors divided into three classes, with regular evaluations and a majority of independent members.

• A special committee is reviewing preliminary non-binding acquisition proposals from Great Dane Ventures and GNK Holdings.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class A directors, ratifying Deloitte & Touche LLP as auditor, approving executive compensation on an advisory basis, and authorizing a reverse stock split at a ratio between 1:2 and 1:30.

• The board recommends voting FOR all proposals.

• A shareholder nomination notice was submitted and withdrawn; acquisition proposals are under review by a special committee.

Board of directors and corporate governance

• Five of seven directors are independent; all committees are fully independent.

• The board is divided into three classes with staggered three-year terms to promote continuity.

• Annual evaluations of the board, committees, and directors are conducted.

• The board has adopted robust stock ownership guidelines, a code of conduct, and prohibits hedging and pledging of company securities.

• The board held five meetings in fiscal 2025, with all directors attending at least 75% of meetings.