Brc Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect Kathryn Dickson, Chris Mondzelewski, and Lawrence “Chip” Molloy as Class I directors for three-year terms.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026.

3. 3

   Approval of Amendments to our Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of Class A Common Stock

   ManagementBoard: FOR

   Approve amendments to effect a reverse stock split of Class A common stock at a ratio between 1-for-10 and 1-for-50, to be determined by the Board in its discretion, subject to abandonment authority.

   More detail

   The proposal asks shareholders to approve amendments enabling the Board to implement, at its discretion, a reverse stock split of Class A common stock at a whole-number ratio between 1-for-10 and 1-for-50. Management seeks approval primarily to regain compliance with the NYSE minimum $1.00 average closing price listing standard after the Company received a notice of non-compliance and to provide flexibility to select an optimal ratio without convening another shareholder vote. The proxy explains the Board’s rationale: increasing per-share price may restore NYSE listing compliance, expand eligibility for institutional investors and broker interest, reduce price volatility, and aid employee retention tied to equity compensation. The Board cautions that a reverse split may not cure non-compliance with other listing criteria or lead to sustained price improvements, may increase authorized but unissued shares (potentially dilutive), could create odd-lot holders and trigger fractional-share cash-outs, and may be perceived negatively by some investors. The Board will only effect the split if it determines doing so is in stockholders’ best interests and retains authority to abandon the amendments even if approved. The Board recommends a FOR vote.

4. 4

   Approval of the Adjournment of the Annual Meeting

   ManagementBoard: FOR

   Approve the Board's authority to adjourn the Annual Meeting to solicit additional proxies if there are insufficient votes to approve Proposal No. 3.

   More detail

   This management proposal would permit the Board to adjourn the Annual Meeting to solicit additional proxies if Proposal No. 3 lacks sufficient votes. Management argues this flexibility is in stockholders’ best interest so the Company can seek approval for the reverse stock split necessary to regain NYSE compliance. The Board recommends a FOR vote to preserve its ability to adjourn and continue solicitation efforts to secure approval for the Reverse Stock Split.

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When is the Brc Inc 2026 annual meeting?

Brc Inc (BRCC) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Brc Inc 2026 meeting?

The record date for the Brc Inc 2026 meeting is Tuesday, March 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Brc Inc's 2026 meeting?

The board is presenting 3 director nominees at the Brc Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Brc Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Brc Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.