Brc Group Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven directors to hold office for one-year terms expiring at the Company’s 2027 Annual Meeting of Stockholders.

2. 2

   Ratification of Selection of Independent Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This proposal requests a non-binding, advisory ("say-on-pay") approval of the Company’s disclosed compensation for its named executive officers. Management seeks this advisory approval under Section 14A of the Exchange Act to provide stockholders an opportunity to express their views on overall executive pay, not on any single element of compensation. The Compensation Committee frames pay to attract, retain and motivate executives and to align their interests with long-term stockholder value through a mix of base salary, discretionary annual bonuses, and long-term equity-based incentives, with awards and peer benchmarking supported by an independent consultant. Company-specific context includes recent employment agreements (notably for the Co-CEOs and the CFO), significant discretionary and incentive compensation paid in 2025, and the Compensation Committee’s use of judgment rather than fixed formulae when setting awards. The Board emphasizes that the vote is advisory and non-binding, but that a significant negative vote would prompt the Compensation Committee to evaluate stockholder concerns and consider changes. Management discloses that its compensation program and processes (including use of an independent consultant and peer data) are intended to mitigate risk-taking and align pay with performance, and it highlights prior stockholder support (82% support at the 2025 meeting) as validation of the approach. The Board recommends a FOR vote, arguing that the policies and disclosures in the proxy support long-term success and that the Compensation Committee will consider and respond to substantial dissent. For a sophisticated evaluator, key considerations include the non-binding nature of the vote, the company’s demonstrated willingness to adjust pay practices (including recent employment arrangements and signing/retention payments), the level and structure of 2025 compensation, and how effectively disclosed pay outcomes map to company financial performance and shareholder returns.

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When is the Brc Group Holdings Inc 2026 annual meeting?

Brc Group Holdings Inc (RILY) holds its 2026 annual shareholder meeting on Tuesday, May 19, 2026.

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

The record date for the Brc Group Holdings Inc 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 7 director nominees at the Brc Group Holdings Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 3 proposals at the Brc Group Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.