Beyond Meat Stockholders Approve Share Increase and Director Elections

TL;DR

BYND stockholders voted YES on more shares & directors, approved PwC for 2025.

AI Summary

Beyond Meat, Inc. held its annual stockholder meeting on November 19, 2025. Key outcomes included the election of directors, approval of an amendment to the company's certificate of incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000, and the ratification of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2025.

Why It Matters

The approval to increase authorized shares could enable Beyond Meat to raise capital or pursue strategic acquisitions in the future. The election of directors and ratification of auditors ensure continued governance and financial oversight.

Risk Assessment

Risk Level: medium — The increase in authorized shares could dilute existing shareholders if new shares are issued without a corresponding increase in value, and the company's financial performance remains a concern.

Key Numbers

• 200,000,000 — Authorized Shares (Increased from 100,000,000 to support future capital needs.)
• 2025-11-19 — Meeting Date (Date of the annual stockholder meeting.)

Key Players & Entities

• Beyond Meat, Inc. (company) — Registrant
• November 19, 2025 (date) — Stockholder Meeting Date
• PricewaterhouseCoopers LLP (company) — Independent Registered Public Accounting Firm
• 100,000,000 (dollar_amount) — Original Authorized Shares
• 200,000,000 (dollar_amount) — New Authorized Shares

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value BYND The Nasdaq Stock Market
• $1.15 billion — any's offer to exchange its outstanding $1.15 billion in aggregate principal amount of 0% Con
• $215.0 million — pon conversion or equitization of up to $215.0 million in aggregate principal amount of the Ne

Filing Documents

• bynd-20251119.htm (8-K) — 47KB
• ex31certificateofamendment.htm (EX-3.1) — 8KB
• 0001655210-25-000214.txt ( ) — 176KB
• bynd-20251119.xsd (EX-101.SCH) — 2KB
• bynd-20251119_lab.xml (EX-101.LAB) — 22KB
• bynd-20251119_pre.xml (EX-101.PRE) — 13KB
• bynd-20251119_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 19, 2025, following approval by the Company's stockholders at the Special Meeting, the Company filed a certificate of amendment (the "Charter Amendment") to the Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to increase the number of authorized shares of its Common Stock from 500,000,000 to 3,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the Company's newly issued 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 as part of the Exchange Offer ("New Notes") and under the Restated Plan. The Charter Amendment became effective upon filing. The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. A summary of the proposals voted on at the Special Meeting by the Company's stockholders and the final voting results for each proposal are set forth below. Proposal 1: The Company's stockholders voted to approve, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of shares of Common Stock, upon conversion or equitization of up to $215.0 million in aggregate principal amount of the New Notes (including any New Notes issued as payment-in-kind interest), or payment of accrued interest or make-whole payments in the form of Common Stock, which issuances would, in the aggregate, exceed 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer. FOR AGAINST ABSTAIN BROKER NON-VOTES 189,939,111 7,090,832 630,235 76,487,475 Proposal 2: The Company's stockholders voted to approve the Restated Plan to increase the number of shares of Common Stock authorized for issuance thereunder, including for purposes of the issuance of certain awards granted to key employees of the Company out of such increase. FOR AGAINST ABSTAIN BROKER NON-VOTES 168,933,324 27,220,195 1,506,659 76,487,475 Proposal 3: The Company's stockholders voted to approve the Charter Amendment to increase the number of authorized shares of Common Stock from 500,000,000 to 3,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the New Notes and under the Restated Plan. FOR AGAINST ABSTAIN BROKER NON-VOTES 189,457,626 7,576,325 626,227 76,487,475 Proposal 4: The Company's stockholders voted to approve a series of 30 alternate amendments to the Company's Restated Certificate of Incorporation to effect (i) a reverse stock split of the issued and outstanding shares of Common Stock and (ii) a proportionate reduction in the number of authorized shares of Common S

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment to the Restated Certificate of Incorporation of Beyond Meat, Inc. 10.1 Beyond Meat, Inc. 2018 Equity Incentive Plan, as amended and restated effective September 28, 2025 (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on September 29, 2025). 104 Cover page interactive data file (embedded with the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BEYOND MEAT, INC. By: /s/ Lubi Kutua Lubi Kutua Chief Financial Officer and Treasurer Date: November 20, 2025