BigBear.ai (BBAI) Proxy Filing summary

Executive summary

• Proposal seeks to amend the Second Certificate of Incorporation to increase authorized common stock from 500 million to 1 billion shares.

• 97% of required votes have been received, with strong support from shareholders and proxy advisory firms.

• Additional shares are intended to support future growth, acquisitions, and investments in AI capabilities.

Voting matters and shareholder proposals

• Shareholders are asked to approve the increase in authorized common stock.

• All shareholders of record as of October 14, 2025, are eligible to vote.

• Voting is open online and by phone until January 21, 2026, with the special meeting on January 22, 2026.

• Shareholders can change their vote up to the deadline.

• Not voting limits a shareholder's influence on the decision.

Board of directors and corporate governance

• The Board of Directors unanimously recommends voting in favor of the proposal.

• Leading proxy advisory firms Glass Lewis and ISS also recommend a "For" vote.