BUILD-A-BEAR WORKSHOP INC DEF 14A Filing

TL;DR

<b>Build-A-Bear Workshop Inc. files DEF 14A for the fiscal year ending June 13, 2024.</b>

AI Summary

BUILD-A-BEAR WORKSHOP INC (BBW) filed a Proxy Statement (DEF 14A) with the SEC on May 3, 2024. Filing type is DEF 14A for Build-A-Bear Workshop Inc. The filing period is for the fiscal year ending 2024-06-13. The company's IRS number is 431883836. Incorporated in Delaware (DE). Business and mailing address is 415 S. 18TH STREET, SUITE 200, ST LOUIS, MO 63103.

Why It Matters

For investors and stakeholders tracking BUILD-A-BEAR WORKSHOP INC, this filing contains several important signals. This DEF 14A filing provides detailed information on executive compensation, shareholder proposals, and other corporate governance matters for Build-A-Bear Workshop Inc. Investors can use this filing to understand the company's compensation structure, voting matters, and overall financial health as of the reporting period.

Risk Assessment

Risk Level: low — BUILD-A-BEAR WORKSHOP INC shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate disclosures rather than significant events or financial distress.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand potential impacts on company strategy and shareholder value.

Key Numbers

• 2024-06-13 — Conformed Period of Report (DEF 14A)
• 2024-05-03 — Filed as of Date (DEF 14A)
• 0203 — Fiscal Year End (Company Data)
• 5945 — Standard Industrial Classification (Company Data)

Key Players & Entities

• BUILD-A-BEAR WORKSHOP INC (company) — Filer name
• 431883836 (dollar_amount) — IRS Number
• DE (company) — State of Incorporation
• 415 S. 18TH STREET, SUITE 200 (company) — Business Address Street 1
• ST LOUIS (company) — Business Address City
• MO (company) — Business Address State
• 63103 (company) — Business Address ZIP
• 314-423-8000 (company) — Business Phone

FAQ

Industry Context

Build-A-Bear Workshop operates in the retail toy and game shops industry.

Regulatory Implications

This filing is a Definitive Proxy Statement (DEF 14A) filed under the Securities Exchange Act of 1934.

What Investors Should Do

1. Analyze executive compensation packages and any changes from prior periods.
2. Review shareholder proposals and voting recommendations.
3. Note the filing date and period of report for context.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for annual shareholder meetings and does not inherently represent a change from previous filings of the same type.

Key Financial Figures

• $27.50 — on April 16, 2024 at a closing price of $27.50 per share. PROPOSAL NO. 1. ELECTION O

Filing Documents

• bbw20240425_def14a.htm (DEF 14A) — 691KB
• bbw20240425_def14aimg001.jpg (GRAPHIC) — 6KB
• bbw20240425_def14aimg002.jpg (GRAPHIC) — 1KB
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• bbw20240425_def14aimg006.jpg (GRAPHIC) — 4KB
• bbw20240425_def14aimg007.jpg (GRAPHIC) — 4KB
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• bbw20240425_def14aimg013.jpg (GRAPHIC) — 2KB
• netincome.jpg (GRAPHIC) — 59KB
• prox_page1.jpg (GRAPHIC) — 152KB
• prox_page2.jpg (GRAPHIC) — 136KB
• tsr.jpg (GRAPHIC) — 62KB
• 0001437749-24-014449.txt (&nbsp;) — 2357KB
• bbw-20240127.xsd (EX-101.SCH) — 3KB
• bbw-20240127_def.xml (EX-101.DEF) — 2KB
• bbw-20240127_lab.xml (EX-101.LAB) — 2KB
• bbw-20240127_pre.xml (EX-101.PRE) — 1KB
• bbw20240425_def14a_htm.xml (XML) — 107KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 4 Proposal No. 1. Election of Directors 5 Directors 5 The Board of Directors and its Committees 10 Committee Charters, Corporate Governance Guidelines, Business Conduct Policy and Code of Ethics 10 Board Member Independence and Committee Member Qualifications 13 Related Party Transactions 13 Board of Directors Compensation 14

Executive Compensation

Executive Compensation 15

Executive Compensation Summary

Executive Compensation Summary 15 2023 Summary Compensation Table 23 Outstanding Equity Awards at 2023 Fiscal Year-End 24 Executive Employment and Severance Agreements 25 Potential Payments Upon Termination or Change In Control 26 Pay Versus Performance 27 Proposal No. 2. Ratification of Appointment of Independent Accountants 29 Proposal No. 3. Advisory (Non-binding) Vote Approving Executive Compensation 30 Report of the Audit Committee 31 Stockholder Communications with the Board 31 Selection of Nominees for the Board of Directors 32 Stockholder Proposals 33 Other Matters 33 Appendix A. Reconciliation of Non-GAAP Financial Measures A-1 Appendix B. Directions to the Company's World Bearquarters B-1 BUILD-A-BEAR WORKSHOP, INC. 415 South 18 th Street St. Louis, Missouri 63103 2024 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Build-A-Bear Workshop, Inc., a Delaware corporation (the "Company" or "Build-A-Bear Workshop"), to be voted at the 2024 Annual Meeting of Stockholders of the Company and any adjournment or postponement of the meeting. The meeting will be held at our World Bearquarters, 415 South 18th Street, St. Louis, MO 63103, on Thursday, June 13, 2024, at 10:00 a.m. Central Time, for the purposes contained in the accompanying Notice of Annual Meeting of Stockholders and in this proxy statement. For your reference, directions to our Annual Meeting site are provided at Appendix B to this proxy statement. ABOUT THE MEETING Why Did I Receive This Proxy Statement? Because you were a stockholder of the Company as of April 17, 2024 (the "Record Date") and are entitled to vote at the Annual Meeting, the Board of Directors is soliciting your proxy to vote at the meeting. This proxy statement summarizes the information you need to know to vote at the meeting. This proxy statement and form of proxy we

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows the beneficial ownership of the Company's shares as of April 17, 2024 (unless otherwise noted) by (i) each person known by the Company to own beneficially more than 5% of the outstanding shares, (ii) each Director and Director nominee of the Company, (iii) each executive officer of the Company named in the Summary Compensation Table (the "Named Executive Officers" or "NEOs"), and (iv) all executive officers and Directors of the Company as a group. The table includes shares of time-based restricted stock and shares that may be acquired within 60 days of April 17, 2024 upon the vesting of earned performance-based restricted stock. Unless otherwise indicated, each of the persons or entities listed below exercises sole voting and dispositive power over the shares that each of them beneficially owns. Except as indicated below, the address of each person or entity listed is c/o Build-A-Bear Workshop, Inc., 415 South 18th Street, St. Louis, MO 63103. For the beneficial ownership of the stockholders owning 5% or more of the shares, the Company relied on publicly available filings and representations of the stockholders. Name of Beneficial Owner Amount and Nature of Shares of Common Stock Beneficially Owned (15)(16) Percentage of Class The Vanguard Group (1) 1,040,348 7.4 % BlackRock, Inc. (2) 937,666 6.7 % Cannell Capital LLC (3) 834,534 5.9 % Pacifica Capital Investments (4) 752,299 5.3 % Sharon John (5) 615,893 4.4 % Maxine Clark (6) 87,121 * Craig Leavitt (7) 76,069 * J. Christopher Hurt (8) 65,253 * Robert Dixon (9) 44,980 * Jennifer Kretchmar (10) 40,939 * George Carrara (11) 20,073 * Narayan Iyengar (12) 10,749 * Lesli Rotenberg (13) 10,749 * All Directors and executive officers as a group (9 persons) (14) 1,117,937 7.9 % * Less than 1.0%. (1) Represents 1,001,811 shar

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