BRC (BRCC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 28, 2026, to be held virtually; record date is March 31, 2026.

• Key business highlights for FY2025 include $398.3 million in revenue, with Wholesale channel up 5% and DTC channel down 5% year-over-year.

• Gross margin declined due to higher green coffee costs and tariffs, despite productivity improvements.

• Approximately one-third of employees are Veterans or military spouses, reflecting ongoing commitment to military and first responder communities.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms: Kathryn Dickson, Chris Mondzelewski, and Lawrence "Chip" Molloy.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.

• Approval of amendments to the certificate of incorporation to effect a reverse stock split of Class A common stock at a ratio between 1-for-10 and 1-for-50, at Board discretion.

• Approval of adjournment of the Annual Meeting if more time is needed to solicit votes for the reverse stock split.

Board of directors and corporate governance

• Board consists of ten members divided into three classes with staggered terms; majority are independent under NYSE rules.

• Board committees include audit, compensation, and nominating/corporate governance, each with defined responsibilities and independent members.

• Controlled company status under NYSE rules due to majority voting power held by a single individual, allowing certain governance exemptions.

• Annual Board and committee performance evaluations are conducted.