BRC (BRCC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 28, 2026, with virtual participation available to shareholders.

• Shareholders are encouraged to review proxy materials and vote by May 27, 2026.

Voting matters and shareholder proposals

• Election of three Class I director nominees: Kathryn Dickson, Chris Mondzelewski, and Lawrence "Chip" Molloy.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Approval sought for amendments to the Certificate of Incorporation to allow a reverse stock split of Class A common stock at a ratio between 1-for-10 and 1-for-50, at the Board's discretion.

• Proposal to approve adjournment of the meeting if additional proxies are needed for the reverse stock split.

Board of directors and corporate governance

• Board recommends voting in favor of all director nominees and proposals.