BRC Group Holdings (RILY) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 1, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and the frequency of say-on-pay votes.

• The company continues to focus on serving small-cap and middle-market clients, emphasizing growth and leadership in these segments.

• Shareholders can vote online, by mail, or by phone, and are encouraged to participate even if not attending the meeting.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors for one-year terms, ratify BDO USA, P.C. as the independent auditor, approve executive compensation on an advisory basis, and select the frequency of future say-on-pay votes (Board recommends every three years).

• Shareholder proposals for the 2026 meeting must be submitted by June 22, 2026, to be considered for inclusion.

Board of directors and corporate governance

• The board consists of eight nominees, with a majority being independent under Nasdaq rules.

• Committees include Audit, Compensation, and ESG, each composed of independent directors.

• The ESG Committee oversees director nominations and corporate governance practices.

• The board values diversity in skills, experience, and backgrounds.

• The Chairman and Co-CEO roles are combined, with independent oversight provided by board committees.