BellRing Brands (BRBR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 28, 2025, to be held virtually with voting on key governance and compensation matters.

• Proxy materials and annual report for fiscal year ended September 30, 2024, are available online, with electronic delivery encouraged to reduce costs and environmental impact.

• Record date for voting is December 2, 2024; each share entitles the holder to one vote per proposal.

Voting matters and shareholder proposals

• Proposal to amend the Certificate of Incorporation to declassify the Board of Directors over a three-year period, resulting in annual elections by 2027.

• Election of two directors (Robert V. Vitale and Chonda J. Nwamu) for terms dependent on the outcome of the declassification proposal.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2025.

• Advisory vote on executive compensation (say-on-pay), with the Board recommending approval.

• Stockholder proposal to adopt a director election resignation guideline, which the Board opposes, citing recent adoption of a similar but more flexible policy.

Board of directors and corporate governance

• Board currently consists of seven members, with a mix of independent and non-independent directors; five of seven are independent.

• Board committees include Audit, Corporate Governance and Compensation, and Executive Committees, all with defined charters and responsibilities.

• Recent amendment to Corporate Governance Guidelines requires directors not receiving majority support in uncontested elections to tender resignations for Board consideration.

• Board leadership structure separates Chairman and CEO roles, with an independent Lead Director.

• Emphasis on diversity, with three women and one African American director.