Build-A-Bear Workshop (BBW) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, at company headquarters in St. Louis, MO, with stockholders voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials are primarily delivered electronically to reduce costs and environmental impact, with options for paper copies upon request.

• Only stockholders of record as of April 14, 2026, are eligible to vote, with 12,580,479 shares outstanding.

Voting matters and shareholder proposals

• Three Class I directors (Narayan Iyengar, James A. Goldman, Lesli Rotenberg) are nominated for re-election to serve until the 2029 Annual Meeting.

• Proposal to ratify Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.

• Advisory (non-binding) vote on executive compensation (say-on-pay) is included.

• Board recommends voting FOR all proposals and nominees.

• Procedures for shareholder proposals and director nominations are outlined, with deadlines for 2027 Annual Meeting submissions.

Board of directors and corporate governance

• Board consists of eight members divided into three staggered classes; recent CEO transition with J. Christopher Hurt succeeding Sharon John as CEO and joining the board.

• Board committees: Audit, Compensation and Human Capital, and Nominating and Corporate Governance, each with defined charters and annual self-evaluations.

• Non-Executive Chairman role is separate from CEO, with strong independent oversight and regular executive sessions.

• Board diversity includes two women, one person of color, and one LGBTQ+ member.

• All non-management directors are independent per NYSE standards.