The Brand House Collective (KIRK) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 23, 2024, to approve issuance of common stock to Beyond, Inc. and potential adjournment if more votes are needed.

• Beyond's investment aims to expand store footprint, enhance digital capabilities, and introduce new collaborative opportunities.

• Shareholders of record as of November 5, 2024, are eligible to vote; voting can be done online, by phone, mail, or in person.

• Forward-looking statements highlight risks if the transaction is not approved, including liquidity concerns and need for alternative financing.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of shares to Beyond, Inc. under Nasdaq Listing Rules 5635(b) and 5635(d).

• Proposal 2: Approve adjournment of the meeting if more proxies are needed.

• Board recommends voting FOR both proposals.

• Shareholder proposals for the 2025 Annual Meeting must be submitted between March 27 and April 26, 2025; proxy inclusion deadline is January 9, 2025.

Board of directors and corporate governance

• Beyond will have the right to designate up to two board members if it owns at least 20% of shares, and one if ownership drops to 5%.

• Board size expected to remain at six; Beyond entitled to proportional representation if board size increases.

• Beyond will have a board observer right and customary registration rights.