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 recent bylaw amendments, aiming to reinstall Vishal Garg as CEO without a shareholder meeting or named replacements.

• The board cites significant concerns about Mr. Garg's leadership, including a history of poor judgment, controversial layoffs, reputational damage, and substantial financial losses, with the company’s stock declining over 90% since its de-SPAC transaction.

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

• Litigation has been initiated against Mr. Garg for alleged violations of federal securities laws related to group formation, disclosure failures, and misleading communications during the consent solicitation.

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

Voting matters and shareholder proposals

• The Garg Group proposes to repeal bylaw amendments and remove five directors without cause, leaving only three directors to fill vacancies.

• The board recommends voting against both proposals, warning that approval would hand control to a small group led by Mr. Garg.

• Shareholders are encouraged to revoke any prior consent given to the Garg Group and support the current board.

Board of directors and corporate governance

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

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

• The company has adopted a written Related Party Transactions Policy and maintains standard governance documents and committee charters.