Allbirds (NASDAQ:BIRD) held its 2026 annual meeting of stockholders, where shareholders approved five proposals, including the election of two Class II directors, an expansion of the company’s equity incentive plan and a potential share issuance tied to convertible notes.
During opening remarks, President, Chief Executive Officer, Secretary and Director Nadia Carlsten said the company’s retail operations had been formally discontinued. She said the company is now pursuing what it views as a significant opportunity in the artificial intelligence infrastructure market.
The meeting was attended virtually by board members Lily Yan Hughes, Timothy Brown, Dan Levitan and Carlsten, along with Chief Financial Officer Annie Mitchell. Kimberly Willis, a partner at Holland & Hart, served as secretary of the meeting. Dan Winter, representing the company’s independent registered public accounting firm, and outside counsel Amy Bowler of Holland & Hart also attended virtually.
Five Proposals Approved
Willis said shareholders considered five proposals at the meeting:
- The election of Daniel Kasun and Elizabeth Mora as Class II directors, each to serve until the 2029 annual meeting of stockholders and until successors are elected.
- An amendment to the company’s 2021 Equity Incentive Plan to add 3.5 million Class A common shares available for issuance under the plan.
- Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of Class A common stock representing more than 19.99% of the company’s shares upon the conversion of certain convertible notes.
- Ratification of BPM LLP as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026.
- Approval of potential adjournments of the annual meeting, if needed, to solicit additional proxies should there be insufficient support for the proposals.
The company reported that all five proposals were carried based on preliminary voting results. It did not provide individual vote totals during the meeting.
Quorum Established
According to Willis, proxies had been received representing 27,999,639 votes out of 34,249,784 votes represented by the outstanding Class A and Class B common shares on the record date. The represented votes accounted for approximately 81.75% of the aggregate voting power and established a quorum.
Each Class A common share was entitled to one vote, while each Class B common share was entitled to 10 votes. The company said the meeting notice was mailed to stockholders of record on Aug. 11, 2026, with an Aug. 6, 2026 record date.
No questions germane to the proposals were submitted before voting closed. Carlsten adjourned the meeting after Willis announced the preliminary results. The company said it expects to disclose final voting results in a Form 8-K filing with the Securities and Exchange Commission within four business days of the meeting.
About Allbirds (NASDAQ:BIRD)
Allbirds, Inc is a lifestyle footwear and apparel company known for products designed with an emphasis on natural and renewable materials. Its product range has included casual shoes, running shoes, sandals, clothing and accessories for men and women.
The company has used materials such as merino wool, eucalyptus fiber and sugarcane-based foam in selected products. Allbirds markets its offerings through its e-commerce platform, company-operated retail stores and, in some markets, other distribution channels.
Allbirds was founded in 2015 by Tim Brown and Joey Zwillinger.
