Good morning, and Welcome to the 2026 Annual Meeting of Stockholders of BRC Inc. I'm Evan Hafer, Founder of BRC Inc. and Executive Chairman of the Board of Directors. It's my pleasure to welcome all of you. It's 11:00 AM Eastern Time on May 28th, 2026, and in accordance with the notice of the meeting, I call the meeting to order. Before we move to formal business of the meeting, I'd like to say a few words about who we are and why we're here. Black Rifle Coffee knows exactly who it is because our community tells us every day. The brand was not built in a boardroom and pushed onto consumers. It was built through shared values, shared experiences, and a community that believes in what we do. That relationship is an asset no competitor can replicate. Our mission hasn't changed. Great coffee, great mission, no compromise. It's not a tagline, it's not PR, it's who we are. The same people who operated in difficult environments overseas are the same people building the company today. Team. Discipline. Leadership. That is the DNA of Black Rifle Coffee Company. Over the past year, we have applied that discipline across every part of the business. We executed on simplifying operations, strengthening margins, and refocused the company on consumer and community that built us. They are the right decisions for the long-term health of the company and our shareholders. 12 years ago, I started roasting coffee in my garage. Today, Black Rifle Coffee Company is one of the most recognized and culturally relevant coffee brands in America, with one of the most loyal consumer communities in the industry. We didn't get here by following conventional playbooks. We got here because we are built by the people who know how to solve hard problems, work as a team, and beat the odds. To our shareholders, thank you for your conviction. To our team, thank you for all the hard work. To our customers and the veteran community we serve, thank you for standing with us. The mission hasn't changed. Great coffee, great mission, no compromise. With that, let's move on to the formal business of the meeting, and I'll hand it over to Andrew. Thanks, Evan. Good morning. There are four items of business on today's agenda. First, the election of our Class I directors, Katy Dickson, Chris Mondzelewski, and Lawrence Molloy. Second, the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2026. Third, the approval of amendments to our amended and restated certificate of incorporation to effect a reverse stock split of our Class A common stock at a ratio ranging from any whole number between one for 10 and one for 50, as determined by the board in its discretion, subject to the board's authority to abandon such amendments. Fourth, the approval of the adjournment of the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the annual meeting to approve proposal number three. I will act as chair of the meeting. Now, I would like to introduce the other members of the board, in addition to Evan, joining us today. Chris Mondzelewski, our President and CEO, Clayton Hutmacher, our Lead Independent Director, Katy Dickson, Steven Taslitz, Glenn Welling, Chip Molloy, Steve Kadenacy, Sean Moriarty, and Melvin Landis. We are also joined today by a representative of Ernst & Young, who will be available to respond to questions during the meeting. Rules and procedures relating to the meeting have been posted on the virtual meeting platform. Any stockholder or stockholder representative who desires to comment on a proposal or ask a question may do so by submitting the comment or question using the designated field on the virtual meeting platform. We will address all appropriate questions and comments at the indicated time. If anyone experiences technical issues related to participation in the meeting, please call the phone number listed on the portal site. The board of directors set March 31, 2026, as the record date for determining stockholders entitled to vote at this meeting. This meeting is held pursuant to the proxy materials mailed on or about April 10, 2026, to each stockholder of record on March 31, 2026, as well as the notice and proxy statement, which were made available at the time of mailing. The proof of mailing of the notice of this meeting will be filed with the minutes of the meeting. Christine Amrine has been appointed to act as Inspector of Election for this meeting. Ms. Amrine is present and has taken an oath of office, which will be filed with the minutes of the meeting. Ms. Amrine has advised me that a preliminary count indicates that a majority of the voting power of the shares of Class A common stock and Class B common stock issued and outstanding and entitled to vote at this meeting as of the record date are present virtually at this meeting, either in person or by proxy. Therefore, I declare a quorum is present for purposes of conducting the business of the meeting. We will now transact the business for which this meeting has been called. I will present the four proposals to be voted on, and we will give stockholders an opportunity to ask questions or comment on the proposals after they've been presented. The first proposal is the election of our Class I directors, Katy Dickson, Chris Mondzelewski, and Lawrence Chip Molloy, to a term ending at the 2029 annual meeting of stockholders, or until their respective successors have been duly elected and qualified. The company has an advance notice provision in its bylaws. Given that we have not received any other nominations, I hereby declare the nominations for election of directors of the company to be closed. The nominees will be elected as director by an affirmative vote with the majority of votes cast by the holders of the Class A and Class B common stock voting as a single class on the proposal. The second proposal is ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for the year ending December 31, 2026. The affirmative vote of a majority of the votes cast on the proposal is required to ratify this appointment. The third proposal is to approve amendments to our amended and restated certificate of incorporation to effect a reverse stock split of our Class A common stock at a ratio ranging from any whole number between one for 10 and one for 50, as determined by the Board in its discretion, subject to the Board's authority to abandon such amendments. The affirmative vote of a majority of the outstanding shares of Class A common stock is required to approve this proposal. The fourth proposal is to approve the adjournment of the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the annual meeting to approve proposal number three. The affirmative vote of a majority of the votes cast on the proposal is required to approve this proposal. Because no further business is scheduled to come before the meeting, the polls are now open. Stockholders who have not yet voted or wish to change their vote may do so by clicking on the Vote button on the virtual platform and casting your vote there. Stockholders who have previously voted and do not want to change their vote do not need to take any further action. While stockholders are voting, this meeting is open for questions or discussion relating to the proposals being presented. If any stockholder would like to ask a question or make a comment regarding any of the proposals, please submit the question or comment using the Q&A button on the virtual platform. No questions or comments have been received. We will now pause for any final voting. Now that everyone has had the opportunity to vote, the polls for the 2026 annual meeting are officially closed. With that, I will once again turn the meeting over to Evan. Thank you, Andrew. The preliminary vote report from the Inspector of Election shows that the nominees for election to the board have been duly elected, that the appointment of Ernst & Young as our independent registered public accounting firm for the year ended December 31, 2026, has been ratified. The amendments to our amended and restated certificate of incorporation to effect a reverse stock split of Class A common stock, subject to the board's authority to abandon such amendments, has been approved, and that the adjournment of the annual meeting, if necessary, to solicit additional proxies if there were not sufficient votes to approve proposal number three has been approved. The Inspector of Election's final report on the results of the voting will be filed with the minutes of the meeting, and we will report the final vote results in the Form 8-K to be filed within four business days. There being no further business to come before the meeting, the 2026 Annual Meeting of Stockholders of BRC Inc. is now adjourned. Thank you for attending today's meeting and for your continued support of Black Rifle Coffee Company. The meeting has now concluded. Thank you for joining, and have a pleasant day.
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