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 emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, ratifying Ernst & Young LLP as auditor, amending the Certificate of Incorporation for a reverse stock split (1-for-10 to 1-for-50), officer exculpation, and potential adjournment.

• The reverse stock split aims to maintain NYSE listing compliance due to a sub-$1 share price.

• Officer exculpation aligns with recent Delaware law changes, limiting certain officer liabilities.

• The Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The Board consists of nine members, with eight standing for re-election; one director is not seeking re-election, and the Board may reduce its size or fill the vacancy later.

• The Board is majority independent, with separate Audit and Risk, Compensation, and Sustainability and Governance Committees, all meeting NYSE and SEC independence standards.

• The Board Chair is independent, and the Board regularly meets in executive session without management.

• Board diversity is emphasized, with a current matrix showing gender and demographic representation.