BigBear.ai (BBAI) Proxy filing summary

Executive summary

• A new retail voting program allows shareholders to set standing voting instructions via Robinhood, aligning votes with Board recommendations or customizing preferences for future meetings.

• Shareholders can opt in, change, or opt out of automatic voting at any time, with direct votes overriding standing instructions for specific meetings.

• The program aims to increase shareholder participation and streamline the voting process for annual and special meetings.

Voting matters and shareholder proposals

• Shareholders may choose to vote with the Board on all matters, all except contested director elections or major transactions, or opt out and vote manually.

• Voting instructions apply to all future meetings unless changed, and opt-outs take effect after the current meeting if a definitive proxy is already filed.

• Proxy materials and ballots are still provided for review and manual voting, even with standing instructions in place.

Board of directors and corporate governance

• Board recommendations are central to the new voting process, with shareholders able to align their votes automatically.

• Information about directors and executive officers is available in the definitive proxy statement and updated SEC filings.