The Brand House Collective (KIRK) Proxy Filing summary

Executive summary

• Special Meeting called to approve issuance of common stock to Beyond, Inc., enabling a strategic partnership and collaboration between the two companies.

• Beyond's investment and exclusive license for Bed Bath & Beyond stores aim to expand real estate footprint and digital capabilities.

• The transaction includes a $17 million term loan, a $8 million stock purchase, and collaboration on marketing, e-commerce, and retail operations.

• If approved, Beyond would own up to 40% of outstanding common stock and gain board representation.

• Failure to approve could impact liquidity, require alternative financing, and delay strategic initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on issuing shares to Beyond, Inc. (the "Beyond Proposal") and on potential adjournment of the meeting to solicit more proxies if needed.

• Approval is required under Nasdaq Listing Rules 5635(b) and 5635(d) due to potential change of control and pricing below minimum price.

• Board recommends voting FOR both proposals.

• Shareholder proposals for the 2025 Annual Meeting must be submitted between March 27 and April 26, 2025; proposals for inclusion in the proxy statement are due by January 9, 2025.

Board of directors and corporate governance

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

• Board size expected to remain at six directors post-transaction, with Beyond entitled to proportional representation if expanded.

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