Better Home & Finance (BETR) Proxy filing summary

Executive summary

• A special committee of the board opposes a consent solicitation by the Garg Group, which seeks to remove five of eight directors and repeal bylaw amendments, aiming to reinstall Vishal Garg as CEO without a stockholder meeting or named replacements.

• The board cites significant underperformance, reputational damage, and financial losses under Mr. Garg’s leadership, including a >90% stock price decline since the de-SPAC transaction and over $1.5 billion in net losses since 2022.

• The special committee urges stockholders to reject the Garg Group’s proposals and submit a WHITE Consent Revocation Card to maintain current board oversight and strategic direction.

• The company is transitioning to a professional leadership model, focusing on operational efficiency, AI-driven platforms, and enterprise partnerships.

Voting matters and shareholder proposals

• The Garg Group proposes to repeal bylaw amendments not in effect as of August 22, 2023, and to remove five directors without cause, leaving vacancies to be filled by the remaining directors, including Mr. Garg.

• The special committee unanimously recommends voting AGAINST both proposals, warning of destabilization and loss of independent oversight.

• Only stockholders of record as of August 21, 2026, may participate, with Class A shares having one vote and Class B shares three votes each.

Board of directors and corporate governance

• The targeted directors include the chairman, lead independent director, interim CEO, and committee chairs, whose removal would jeopardize compliance with Nasdaq and SEC independence requirements.

• The board is currently composed of experienced leaders from finance, technology, and investment backgrounds.

• The company has adopted a limited-duration stockholder rights plan to prevent any group from acquiring 15% or more of voting power without board approval.