BELLRING BRANDS INC

This summary highlights information contained elsewhere in this proxy statement. This summary is not a complete description, and you should read the entire proxy statement carefully before voting.

ANNUAL MEETING

VOTING ITEM

Declassification of Board of Directors

As a matter of good governance, we are asking our stockholders to approve an amendment to our certification of incorporation that would declassify our Board of Directors over a three-year period without affecting the unexpired terms of directors and resulting in a fully declassified board of directors by the 2027 annual meeting of stockholders. If the proposal is adopted, we intend to file an amendment to our certificate of incorporation during the Annual Meeting immediately after the requisite vote for this Item 1 is obtained so that the Class III directors elected at the Annual Meeting will serve a term of one year ending at the 2026 annual meeting of stockholders. The Board unanimously recommends a vote FOR the amendment of the Company’s certificate of incorporation to declassify the Board of Directors.

Election of Board of Directors

The following table provides summary information about each director nominee as of November 7, 2024. At our annual meeting, stockholders will be asked to elect the two director nominees in Class III listed in the table below. The Board unanimously recommends a vote FOR each nominee.

Class III - Directors whose terms expire at the 2025 annual meeting of stockholders and who are nominees for terms expiring at the 2026 annual meeting if the amendment to declassify our board of directors is approved by stockholders at the Annual Meeting and terms expiring at the 2028 annual meeting of the amendment to declassify our board of directors is not approved by stockholders at the Annual Meeting.

Independent Registered Public Accounting Firm

As a matter of good governance, we are asking our stockholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2025. The Board unanimously recommends a vote FOR ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

Advisory Vote on Executive Compensation

As required by Section 14A of the Exchange Act, which was added to the Exchange Act by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are asking our stockholders to vote to approve or not approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices with respect to our named executive officers. The Board unanimously recommends a vote FOR the approval of the executive compensation of our named executive officers.

Stockholder Proposal To Adopt a Director Election Resignation Guideline

In August 2024, the Company received a stockholder proposal (the “Stockholder Proposal”) from the North Atlantic States Carpenters Pension Fund (the “NASCP Fund”) for inclusion in the Company’s proxy statement in connection with the Annual Meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Stockholder Proposal requests that the Board of Directors adopt and stockholders approve a director resignation guideline that requires each incumbent director to tender to the Board of Directors an irrevocable, conditional resignation conditioned on the director’s failure to receive a majority of votes in an uncontested director election. The Board of Directors opposes the Stockholder Proposal as the Board of Directors believes that the automatic effectiveness of the irrevocable resignation is an undue restriction on the Board’s decision-making authority and is inflexible in that it does not take into account the circumstances of the vote and whether any causes of the withhold votes can be remediated by the Board. In response to the Stockholder Proposal, in November 2024 the Board of Directors amended the Company’s Corporate Governance Guidelines to adopt a director resignation policy that it believes adopts the key features of the Stockholder Proposal but with additional appropriate procedural mechanisms that are in the best interests of the Company’s stockholders. Under the Company’s amended Corporate Governance Guidelines:

Based on the adoption of the amended Corporate Governance Guidelines that include the director resignation policy, the Board unanimously recommends a vote AGAINST the Stockholder Proposal.