BigBear.ai (BBAI) Proxy filing summary

Executive summary

• Launch of a Retail Voting Program enables shareholders to opt in for their shares to be voted in line with Board recommendations at future meetings, streamlining the voting process and increasing shareholder engagement.

• Shareholders can enroll via email, letter, or website, and participation is free and open to all shareholders, including those in company-sponsored plans.

• The program allows shareholders to override standing instructions or opt out at any time, ensuring flexibility and control over voting decisions.

• Enrollment takes effect beginning with the 2026 annual meeting, with ongoing communications and annual updates provided to participants.

Voting matters and shareholder proposals

• Shareholders can set standing instructions to vote on all matters or exclude certain specified matters, such as contested director elections or major transactions.

• Proxy materials will continue to be distributed before each meeting, detailing proposals and Board recommendations.

• Shareholders retain the right to change their vote on any proposal for any meeting, with the most recent vote taking precedence.

Board of directors and corporate governance

• The Board's recommendations serve as the default voting option for those enrolled in the Retail Voting Program, reinforcing Board influence on governance matters.

• Information about directors and executive officers is available in the Definitive Proxy Statement and updated SEC filings.