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BEYOND MEAT INC

For the period ended Dec 31, 2023. Filed Apr 10, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Apr 10, 2024

Use the contents to explore the available documents and sections.

BYND$6.03-0.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

888 N. DOUGLAS STREET, SUITE 100, EL SEGUNDO, CALIFORNIA 90245

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 8:00 a.m. Pacific Time on Thursday, May 23, 2024

Dear Stockholders of Beyond Meat, Inc.:

The 2024 annual meeting of stockholders (the “Annual Meeting”) of Beyond Meat, Inc., a Delaware corporation (“Beyond Meat”), will be held virtually, via live webcast at www.virtualshareholdermeeting.com/BYND2024, on Thursday, May 23, 2024 at 8:00 a.m. Pacific Time, for the following purposes, as more fully described in the accompanying proxy statement:

  1. To elect three Class II directors to serve until our 2027 annual meeting of stockholders and until their successors are duly elected and qualified;

  2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024;

  3. To hold an advisory (non-binding) vote to approve the compensation of our named executive officers; and

  4. To transact such other business as may properly come before the Annual Meeting or any postponements, adjournments or continuations thereof.

Our board of directors has fixed the close of business on March 26, 2024 as the record date (the “Record Date”) for the Annual Meeting. Stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about April 10, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our annual report. The Notice provides instructions on how to vote and includes instructions on how to receive a paper copy of our proxy materials by mail. The proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. You will be asked to enter the sixteen-digit control number located on your Notice or proxy card.

We appreciate your continued support of Beyond Meat.

By Order of the Board of Directors,

Ethan Brown

Founder, President, Chief Executive Officer and Board Member

El Segundo, California

April 10, 2024

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, you are urged to vote and submit your proxy by following the voting procedures described in the proxy card. Even if you have voted by proxy, you may still vote during the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote during the meeting, you must obtain a legal proxy from your broker, bank or other nominee.

TABLE OF CONTENTS

PAGE
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE9
Board of Directors Composition9
Director Candidate Selection and Evaluation9
Board Diversity, Composition and Skills12
Information Regarding Director Nominees and Continuing Directors16
Nominees for Director17
Continuing Directors18
Corporate Governance Strengths22
Director Independence22
Board of Directors Leadership Structure24
Lead Independent Director; Executive Sessions of Independent Directors25
Role of the Board in Risk Oversight25
Information Security and Risk Oversight26
ESG Oversight27
Corporate Governance Guidelines28
Code of Business Conduct and Ethics28
Director Orientation and Continuing Education29
Meetings of the Board of Directors29
Board Committees29
Membership and Functions of the Committees of the Board30
Compensation Committee Interlocks and Insider Participation33
Communications with the Board of Directors34
Listening to Our Stockholders34
Director Compensation34
Director and Officer Indemnification Agreements37
PROPOSAL NO. 1 ELECTION OF DIRECTORS38
Nominees38
Vote Required38
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM39
Fees Paid to the Independent Registered Public Accounting Firm39
Auditor Independence40
Pre-Approval Policies and Procedures40
Vote Required40
REPORT OF THE AUDIT COMMITTEE41
EXECUTIVE OFFICERS42
PROPOSAL NO. 3 ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS45
Vote Required45
COMPENSATION DISCUSSION AND ANALYSIS46
Executive Summary46

2024 Proxy Statement | | i

Compensation Practices and Governance Policies51
Our Compensation Philosophy52
2023 NEO Compensation Details52
Compensation Setting Process61
Compensation Risk Assessment65
Conclusion66
COMPENSATION COMMITTEE REPORT67
EXECUTIVE COMPENSATION68
Summary Compensation Table68
Narrative Disclosure to Summary Compensation Table69
Grants of Plan-Based Awards in 202372
Outstanding Equity Awards at 2023 Fiscal Year-End74
Option Exercises and Stock Vested in 202378
Fiscal Year 2023 Pension Benefits79
Fiscal Year 2023 Nonqualified Deferred Compensation79
Potential Payments Upon Termination or Change in Control79
Pay Versus Performance81
CEO Pay Relative to Median Pay of our Employees86
Equity Compensation Plan Information87
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT88
RELATED PERSON TRANSACTIONS91
Indemnification of Directors and Officers91
Policies and Procedures for Related Person Transactions92
OTHER MATTERS93
Stockholders Sharing the Same Address93
Special Note Regarding Forward-Looking Statements93

ii | | 2024 Proxy Statement

PROXY STATEMENT

FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 8:00 a.m. Pacific Time on Thursday, May 23, 2024

This proxy statement and form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2024 annual meeting of stockholders (the “Annual Meeting”) of Beyond Meat, Inc., a Delaware corporation (“Beyond Meat” or the “company”), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held virtually, via live webcast on Thursday, May 23, 2024 at 8:00 a.m. Pacific Time. The Annual Meeting can be accessed via the Internet at www.virtualshareholdermeeting.com/BYND2024 where you will be able to attend and listen to the Annual Meeting live, submit questions and vote your shares electronically at the Annual Meeting. You will not be able to attend the Annual Meeting physically in person.

Our board of directors has fixed the close of business on March 26, 2024 as the record date (the “Record Date”) for the Annual Meeting. Stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement, the form of proxy and our annual report will be mailed on or about April 10, 2024 to all stockholders entitled to vote at the Annual Meeting.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.