Black Rock Coffee Bar (BRCB) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 27, 2026, to elect two Class I directors and ratify Deloitte as the independent auditor for 2026.

• Shareholders of record as of April 1, 2026, are entitled to vote, with Class C shares holding 88.4% of voting power.

• The company completed its IPO in September 2025, resulting in changes to capital structure and governance.

Voting matters and shareholder proposals

• Shareholders will vote on electing Jeff Hernandez and Kristina Cashman as Class I directors for terms expiring in 2029.

• Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026 is on the agenda.

• Shareholder proposals for the 2027 meeting must be submitted by December 17, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of seven directors divided into three staggered classes, with classified terms.

• The Cynosure Group, as Sponsor, retains nomination rights for one director and certain board approval rights as long as it holds at least 7.5% of outstanding stock.

• The company is a "controlled company" under Nasdaq rules, exempting it from some governance requirements.

• Four directors are independent under Nasdaq rules; the board has Audit and Culture & Compensation Committees.