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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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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 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:

  1. To elect three Class III directors to serve until our 2028 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, 2025;

  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 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 MEETING1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE9
Board of Directors Composition9
Director Candidate Selection and Evaluation10
Board Composition and Skills12
Information Regarding Director Nominees and Continuing Directors15
Nominees for Director16
Continuing Directors18
Corporate Governance Strengths22
Director Independence23
Board of Directors Leadership Structure24
Lead Independent Director; Executive Sessions of Independent Directors26
Role of the Board of Directors in Risk Oversight26
Information Security and Risk Oversight28
ESG Oversight28
Corporate Governance Guidelines29
Code of Business Conduct and Ethics29
Director Orientation and Continuing Education30
Meetings of the Board of Directors30
Board Committees31
Membership and Functions of the Committees of the Board of Directors32
Compensation Committee Interlocks and Insider Participation35
Communications with the Board of Directors35
Listening to Our Stockholders36
Director Compensation36
Director and Officer Indemnification Agreements40
PROPOSAL NO. 1 ELECTION OF DIRECTORS41
Nominees41
Vote Required41
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM43
Fees Paid to the Independent Registered Public Accounting Firm43
Auditor Independence44
Pre-Approval Policies and Procedures44
Vote Required44
REPORT OF THE AUDIT COMMITTEE45
EXECUTIVE OFFICERS46
PROPOSAL NO. 3 ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS49
Vote Required49
COMPENSATION DISCUSSION AND ANALYSIS50
Executive Summary50
Compensation Practices and Governance Policies56
Our Compensation Philosophy57
2024 NEO Compensation Details57
Compensation Setting Process69

2025 Proxy Statement | | i

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information72
Compensation Risk Assessment74
Conclusion75
COMPENSATION COMMITTEE REPORT76
EXECUTIVE COMPENSATION77
Summary Compensation Table77
Grants of Plan-Based Awards in 202481
Outstanding Equity Awards at 2024 Fiscal Year-End84
Option Exercises and Stock Vested in 202489
Executive Employment Arrangements89
Potential Payments Upon Termination or Change in Control90
Pay Versus Performance94
CEO Pay Relative to Median Pay of our Employees99
Equity Compensation Plan Information100
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT101
DELINQUENT SECTION 16(a) REPORTS104
RELATED PERSON TRANSACTIONS105
Indemnification of Directors and Officers105
Policies and Procedures for Related Person Transactions106
OTHER MATTERS107
Stockholders Sharing the Same Address107
Special Note Regarding Forward-Looking Statements107

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.

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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.