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 provisions, aiming to reinstall Vishal Garg as CEO without a stockholder meeting or named replacements.

• The board cites significant financial underperformance, reputational damage, and governance concerns during Mr. Garg's prior tenure, including mass layoffs and a 90% stock price decline since the de-SPAC transaction.

• The special committee urges stockholders to reject the Garg Group's proposals and submit a WHITE Consent Revocation Card to preserve current board stability and ongoing transformation initiatives.

• Litigation is ongoing between the company and Mr. Garg regarding alleged violations of federal securities laws and improper solicitation of consents.

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 recommends voting against both proposals, warning that approval would hand control to a small group without stockholder input on replacements.

• Stockholders are encouraged to revoke any prior consent by returning the WHITE Consent Revocation Card.

Board of directors and corporate governance

• The targeted directors for removal include the chairman, lead independent director, interim CEO, and committee chairs, risking loss of critical expertise and independence.

• The board is transitioning from founder-led to professional leadership, focusing on operational efficiency and AI-driven transformation.

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