BrightView (BV) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on March 4, 2025, with voting available online, by phone, or mail.

• Stockholders will vote on the election of directors, ratification of the auditor, executive compensation, and the frequency of future say-on-pay votes.

• Holders of Common Stock and Series A Preferred Stock vote together on most matters, with Series A Preferred Stockholders voting separately for two board designees.

• The board recommends voting for all director nominees, for the auditor, for executive compensation, and for a three-year say-on-pay frequency.

Voting matters and shareholder proposals

• Proposals include electing seven directors (by all stockholders) and two additional directors (by Series A Preferred Stockholders), ratifying Deloitte & Touche LLP as auditor, approving executive compensation, and determining the frequency of say-on-pay votes.

• Stockholders may submit proposals for the 2026 meeting by September 18, 2025, and director nominations between November 4 and December 4, 2025.

Board of directors and corporate governance

• The board consists of nine directors, eight of whom are independent; all directors are elected annually.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• The board is led by a separate Chairman and CEO, and committee charters and governance guidelines are publicly available.

• The board includes gender and ethnic diversity, with 33% women and minorities, and an average tenure under five years.

• Investors (One Rock) have the right to designate up to two directors, subject to ownership thresholds.