BEYOND MEAT, INC.
For the period ended Dec 31, 2024. Filed Apr 8, 2025.
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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, 2024 · Filed Apr 8, 2025
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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: | |
|---|---|
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting 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): | |
|---|---|
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee 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 Tuesday, May 20, 2025
Dear Stockholders of Beyond Meat, Inc.:
The 2025 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/BYND2025, on Tuesday, May 20, 2025 at 8:00 a.m. Pacific Time, for the following purposes, as more fully described in the accompanying proxy statement:
To elect three Class III directors to serve until our 2028 annual meeting of stockholders and until their successors are duly elected and qualified;
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025;
To hold an advisory (non-binding) vote to approve the compensation of our named executive officers; and
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 24, 2025 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 8, 2025, 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 8, 2025
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.
TABLE OF CONTENTS
| PAGE | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 9 |
| Board of Directors Composition | 9 |
| Director Candidate Selection and Evaluation | 10 |
| Board Composition and Skills | 12 |
| Information Regarding Director Nominees and Continuing Directors | 15 |
| Nominees for Director | 16 |
| Continuing Directors | 18 |
| Corporate Governance Strengths | 22 |
| Director Independence | 23 |
| Board of Directors Leadership Structure | 24 |
| Lead Independent Director; Executive Sessions of Independent Directors | 26 |
| Role of the Board of Directors in Risk Oversight | 26 |
| Information Security and Risk Oversight | 28 |
| ESG Oversight | 28 |
| Corporate Governance Guidelines | 29 |
| Code of Business Conduct and Ethics | 29 |
| Director Orientation and Continuing Education | 30 |
| Meetings of the Board of Directors | 30 |
| Board Committees | 31 |
| Membership and Functions of the Committees of the Board of Directors | 32 |
| Compensation Committee Interlocks and Insider Participation | 35 |
| Communications with the Board of Directors | 35 |
| Listening to Our Stockholders | 36 |
| Director Compensation | 36 |
| Director and Officer Indemnification Agreements | 40 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 41 |
| Nominees | 41 |
| Vote Required | 41 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 43 |
| Fees Paid to the Independent Registered Public Accounting Firm | 43 |
| Auditor Independence | 44 |
| Pre-Approval Policies and Procedures | 44 |
| Vote Required | 44 |
| REPORT OF THE AUDIT COMMITTEE | 45 |
| EXECUTIVE OFFICERS | 46 |
| PROPOSAL NO. 3 ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS | 49 |
| Vote Required | 49 |
| COMPENSATION DISCUSSION AND ANALYSIS | 50 |
| Executive Summary | 50 |
| Compensation Practices and Governance Policies | 56 |
| Our Compensation Philosophy | 57 |
| 2024 NEO Compensation Details | 57 |
| Compensation Setting Process | 69 |
2025 Proxy Statement | | i
| Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 72 |
|---|---|
| Compensation Risk Assessment | 74 |
| Conclusion | 75 |
| COMPENSATION COMMITTEE REPORT | 76 |
| EXECUTIVE COMPENSATION | 77 |
| Summary Compensation Table | 77 |
| Grants of Plan-Based Awards in 2024 | 81 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 84 |
| Option Exercises and Stock Vested in 2024 | 89 |
| Executive Employment Arrangements | 89 |
| Potential Payments Upon Termination or Change in Control | 90 |
| Pay Versus Performance | 94 |
| CEO Pay Relative to Median Pay of our Employees | 99 |
| Equity Compensation Plan Information | 100 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 101 |
| DELINQUENT SECTION 16(a) REPORTS | 104 |
| RELATED PERSON TRANSACTIONS | 105 |
| Indemnification of Directors and Officers | 105 |
| Policies and Procedures for Related Person Transactions | 106 |
| OTHER MATTERS | 107 |
| Stockholders Sharing the Same Address | 107 |
| Special Note Regarding Forward-Looking Statements | 107 |
ii | | 2025 Proxy Statement
PROXY STATEMENT
FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 8:00 a.m. Pacific Time on Tuesday, May 20, 2025
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 2025 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 Tuesday, May 20, 2025 at 8:00 a.m. Pacific Time. The Annual Meeting can be accessed via the Internet at www.virtualshareholdermeeting.com/BYND2025 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 24, 2025 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 8, 2025 to all stockholders entitled to vote at the Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.