Build-a-bear Workshop Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class I directors—Narayan Iyengar, Lesli Rotenberg and James A. Goldman—to serve until the 2029 Annual Meeting of Stockholders (or until their successors are duly elected and qualified).

2. 2

   Ratification of Appointment of Independent Accountants

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as Build‑A‑Bear Workshop, Inc.’s independent registered public accounting firm for fiscal 2026.

3. 3

   Advisory (Non-Binding) Vote Approving Executive Compensation

   ManagementBoard: FOR

   Advisory (say-on-pay) vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative.

   More detail

   This proposal asks stockholders to cast an advisory (non-binding) vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management frames this as a validation of the Compensation and Human Capital Committee’s design and implementation of a program intended to attract and retain executives and align pay with stockholder interests through a mix of base salary, annual cash bonuses tied to revenue and EBITDA targets, and long‑term incentives that are predominantly performance‑based. The proxy provides context that the committee uses revenue and EBITDA measures for short‑ and long‑term incentives, that performance‑based restricted stock vests only if cumulative goals are met, and that the Company has governance safeguards such as clawback provisions, stock ownership guidelines, payout caps, and limits on perquisites. Management also notes recent stockholder engagement and that the prior year’s say‑on‑pay received strong support (approximately 87% in favor), which it cites in concluding no material program changes were necessary. The Board recommends a vote FOR, arguing the program appropriately balances retention and performance incentives, is calibrated to market practices via an independent consultant, and is responsive to stockholder feedback. Because the vote is advisory, passage will not bind the Board or management but will be considered by the Compensation and Human Capital Committee when setting future compensation. Key contextual factors for evaluation include the Company’s recent financial performance (consecutive years of record results), actual payouts (e.g., 2025 Bonus Plan payout at 99.9% of target and 2023‑2025 performance awards earned at 19.5% of target), and safeguards designed to limit excessive risk‑taking. For a sophisticated assessment, one should weigh the strength of the pay‑for‑performance linkage, the stringency and alignment of the performance metrics, the low‑to‑moderate realized payouts in recent cycles, and the governance features that limit perquisites and provide recoupment mechanisms.

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When is the Build-a-bear Workshop Inc 2026 annual meeting?

Build-a-bear Workshop Inc (BBW) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Build-a-bear Workshop Inc 2026 meeting?

The record date for the Build-a-bear Workshop Inc 2026 meeting is Tuesday, April 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Build-a-bear Workshop Inc's 2026 meeting?

The board is presenting 3 director nominees at the Build-a-bear Workshop Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Build-a-bear Workshop Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Build-a-bear Workshop Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.