Better Home & Finance (BETR) Proxy filing summary

Executive summary

• The Garg Group, led by Vishal Garg, is soliciting written consents to remove five directors from the Board and restore the company's bylaws to their August 2023 form.

• The solicitation follows a sharp stock price decline (over 57%) after Garg's removal as CEO and subsequent leadership changes.

• The group argues that returning to the prior turnaround and cost transformation strategy, and conducting a search for a long-term CEO, is essential for restoring shareholder value.

• The consent solicitation is being made independently of the company, with Okapi Partners assisting in the process.

Voting matters and shareholder proposals

• Two proposals are presented: (1) repeal bylaw amendments not filed as of August 2023, and (2) remove five named directors without cause.

• Adoption of either proposal requires majority consent of voting power as of the August 21, 2026 record date.

• Shareholders have until September 8, 2026 (goal date) or within 60 days of the record date to submit consents.

• Instructions are provided for both registered and street name holders to submit consents.

• Stockholder proposals for the 2027 annual meeting must be submitted by December 31, 2026, with additional deadlines for nominations and universal proxy compliance.

Board of directors and corporate governance

• The Board currently has eight members; the proposal seeks to remove five, leaving three.

• The removal proposal is not contingent on the bylaw restoration proposal and vice versa.

• If the removal is successful, the reconstituted Board will have the authority to fill vacancies.

• The Garg Group claims support from stockholders representing a majority of voting power, though prior attempts to demonstrate this were affected by administrative errors.

• The company adopted a poison pill rights plan triggered at 15% ownership to prevent hostile takeovers.