Benson Hill (BHIL) Proxy Filing summary

Executive summary

• The 2024 annual meeting will be held virtually on July 18, 2024, with voting available online for shareholders of record as of June 11, 2024.

• Key proposals include director elections, auditor ratification, a reverse stock split, officer exculpation, and potential adjournment to solicit more proxies.

• The Board recommends voting in favor of all proposals and outlines procedures for proxy voting, quorum, and participation.

Voting matters and shareholder proposals

• Proposal 1: Elect eight directors for a one-year term.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for 2024.

• Proposal 3: Approve a reverse stock split at a ratio of 1-for-10 to 1-for-50, at the Board's discretion.

• Proposal 4: Amend the Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law.

• Proposal 5: Approve adjournment of the meeting if needed to solicit additional proxies.

Board of directors and corporate governance

• The Board consists of eight nominees, with a majority being independent under NYSE and SEC standards.

• Committees include Audit and Risk, Compensation, and Sustainability and Governance, each with defined charters and independent members.

• The Board emphasizes diversity, with four female and five male directors, and a range of backgrounds and expertise.

• Corporate governance policies include insider trading, anti-hedging, anti-pledging, clawback, and a code of conduct.