Brilliant Earth Group (BRLT) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 17, 2026, allowing shareholders to vote and ask questions online for increased participation and cost savings.

• Shareholders of record as of April 22, 2026, are entitled to vote on all matters, with voting power concentrated in Class C common stock.

• The Board recommends voting for the election of three Class II directors and the ratification of BDO USA, P.C. as the independent auditor for 2026.

Voting matters and shareholder proposals

• Proposal 1: Elect Eric Grossberg, Attica A. Jaques, and Gavin M. Turner as Class II Directors for terms expiring at the 2029 Annual Meeting.

• Proposal 2: Ratify BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

• No other business is expected, but proxies may vote on other matters if they arise.

Board of directors and corporate governance

• The Board consists of six members divided into three staggered classes, with four directors deemed independent under Nasdaq rules.

• Mainsail and Just Rocks, as controlling shareholders, have board designation rights and together control director elections.

• The company qualifies as a "controlled company" under Nasdaq rules, allowing certain governance exemptions.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent directors and formal charters.