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$BRCC·8-K

BRC Inc. · Jun 2, 6:18 AM ET

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BRC Inc. 8-K

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BRC Inc. Reports 2026 Annual Meeting Results; Reverse Split Approved

What Happened BRC Inc. (BRCC) filed an 8-K disclosing the results of its May 28, 2026 Annual Meeting of Stockholders. A quorum of 145,942,807 of 249,125,057 entitled shares was represented. Stockholders elected Class I directors Kathryn Dickson, Chris Mondzelewski and Lawrence “Chip” Molloy to serve until the 2029 annual meeting, ratified Ernst & Young LLP as the company’s independent auditors for fiscal 2026, and approved an amendment authorizing the Board to implement a reverse split of the Class A common stock at a ratio between 1-for-10 and 1-for-50 (Board may abandon).

Key Details

  • Quorum: 145,942,807 of 249,125,057 shares entitled to vote were represented at the meeting (virtual or by proxy).
  • Directors elected (serve until 2029):
    • Kathryn Dickson: For 94,466,522; Against 22,597,403; Abstain 173,993; Broker non-votes 28,704,889.
    • Chris Mondzelewski: For 113,820,509; Against 3,175,198; Abstain 242,211; Broker non-votes 28,704,889.
    • Lawrence “Chip” Molloy: For 94,241,003; Against 22,752,582; Abstain 244,333; Broker non-votes 28,704,889.
  • Auditor ratification: Ernst & Young LLP ratified — For 144,256,280; Against 1,491,239; Abstain 195,288.
  • Reverse stock split (Class A only) approved by Class A holders: For 78,970,591; Against 7,235,842; Abstain 191,103. Board may choose any whole ratio from 1-for-10 to 1-for-50 or abandon.
  • The company issued a press release under Regulation FD on June 2, 2026 (Exhibit 99.1).

Why It Matters These votes determine corporate leadership and governance actions that can affect shareholder value and liquidity. Election of the three directors secures board continuity through 2029; ratification of Ernst & Young confirms the auditor for fiscal 2026. Approval of a reverse stock split authorization gives the Board flexibility to consolidate Class A shares (1-for-10 to 1-for-50) if it decides to act, which could impact share count, per-share metrics, trading float and eligibility for certain exchanges — though no specific split ratio or timetable was set in the filing.

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