Business Context and Reporting Period
This Form 8-K reports on the 2025 Annual Meeting of Shareholders held by BigBear.ai Holdings, Inc. on June 2, 2025. The filing details the voting results for director elections and the ratification of the independent auditor.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance events.
Material Changes and Voting Results
At the close of business on April 28, 2025, there were 291,188,805 shares of common stock issued and outstanding. A quorum was established with 133,264,537 shares present.
Proposal 1: Election of Directors
Shareholders elected three Class I directors for a three-year term expiring in 2028. Significant broker non-votes were recorded for all nominees.
| Name | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Sean Battle | 23,650,985 | 8,562,706 | 101,050,846 |
| Paul Fulchino | 23,876,842 | 8,336,849 | 101,050,846 |
| Dorothy D. Hayes | 30,048,678 | 2,165,013 | 101,050,846 |
Proposal 2: Ratification of Auditor
Shareholders ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the year ending December 31, 2025.
- Votes For: 130,198,079
- Votes Against: 2,291,805
- Abstentions: 774,653
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the high volume of broker non-votes (approx. 101 million) on the director election, indicating shares held by brokers without voting instructions on discretionary matters.
- Confirm the total share count of 291,188,805 outstanding as of April 28, 2025.
- Note that the company is classified as an emerging growth company.
- Review the low vote count for "For" on director elections relative to the total outstanding shares, suggesting significant abstention or lack of participation by beneficial owners.