Better Home & Finance (BETR) Proxy filing summary

Executive summary

• The Garg Group, holding 13.7% of voting stock, is soliciting consents to remove five of eight current directors and restore prior bylaws to reverse a significant stock price decline and restore shareholder confidence.

• The solicitation follows the resignation of the former CEO, a sharp drop in share price, and disagreements over company strategy and leadership.

• The plan includes returning to a turnaround strategy, continuing cost transformation, searching for a long-term CEO, and executing a $30M stock buyback.

• The Garg Group proposes Mr. Garg work for a $1 salary until profitability and personally invest $5M, aligning leadership incentives with shareholder value.

• The consent solicitation is being managed by Okapi Partners, with all costs borne by the Garg Group.

Voting matters and shareholder proposals

• Proposal 1 seeks to repeal any bylaw amendments not filed with the SEC as of August 28, 2023, restoring bylaws to their prior form.

• Proposal 2 seeks to remove without cause five directors: Daniel Lewis, Arnaud Massenet, Bhaskar Menon, Prabhu Narasimhan, and Harit Talwar.

• Stockholders may consent, withhold consent, or abstain on each proposal, and partial consent is allowed for individual directors.

• A majority of outstanding voting stock must consent within 60 days for proposals to be effective.

Board of directors and corporate governance

• The Board currently has eight members; the removal proposal targets five, potentially resulting in a significant change in control.

• The Garg Group claims support from a majority of voting power and has delivered signed consents to effect the removals.

• The Board's recent actions, including leadership changes, are cited as value destructive and lacking stakeholder input.