Biglari Holdings (BHA) Proxy filing summary

Executive summary

• Annual meeting scheduled for April 16, 2025, at the Majestic Theatre in San Antonio, Texas, with a record date of March 10, 2025.

• Shareholders will vote on director elections, auditor ratification, executive compensation, and frequency of say-on-pay votes.

• Sardar Biglari serves as Chairman, CEO, and controlling shareholder, holding approximately 74.3% of voting power.

• Proxy materials and annual report are available online; shareholders can vote by mail, phone, or internet.

Voting matters and shareholder proposals

• Five directors are nominated, three of whom are independent per NYSE standards.

• Proposal to ratify Deloitte & Touche LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the Board recommending a triennial (every three years) interval.

• Shareholder proposals for the 2026 meeting must be submitted by November 14, 2025, and nominations must follow advance notice provisions.

Board of directors and corporate governance

• Board held four meetings in 2024; all directors attended all meetings.

• Audit and Compensation Committees are composed of independent directors; no governance and nominating committee due to controlled company status.

• Directors do not receive stock grants or options; non-employee directors receive cash retainers, with additional compensation for committee chairs and the Vice Chairman.

• Corporate Governance Guidelines and Code of Conduct are available on the company website.