---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-24-024033"
form_type: "8-K"
ticker: "BRCC"
cik: "0001891101"
company_name: "BRC Inc."
filed_at: "2024-05-02T23:59:59+00:00"
generated_at: "2026-06-03T00:56:22.143693+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.45
confidence: "high"
source: SEC EDGAR
---

# BRC Inc. shareholders approve officer liability limitation amendment; elect Thomas Davin as director

## Summary
- Amendment to certificate of incorporation limits officer liability for breach of fiduciary duty, effective May 1, 2024.
- Exception: liability remains for bad faith, intentional misconduct, knowing violation of law, or improper personal benefit.
- Shareholders elected Thomas Davin as Class II director with 117.4M votes for, 2.8M against.
- Ernst & Young LLP ratified as independent auditor for FY2024 with 136.0M votes for, 0.4M against.
- Amendment approved by 116.1M votes for, 3.4M against, 0.8M abstain.

## SEC filing metadata
- accession: 0001140361-24-024033
- form_type: 8-K
- ticker: BRCC
- cik: 0001891101
- company_name: BRC Inc.
- filed_at: 2024-05-02T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.45
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1891101/000114036124024033/0001140361-24-024033-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1891101/000114036124024033/ef20028260_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-24-024033
- JSON: https://secwatch.observer/filing/0001140361-24-024033.json
- Plain text: https://secwatch.observer/filing/0001140361-24-024033.txt

## Key facts
- Governance Changes
  BRC Inc.: Amended certificate of incorporation to limit officer liability under DGCL Section 102(b)(7) (effective 2024-05-01).
  - Change: charter amendment
  - Effective: 2024-05-01
  source text: On May 1, 2024, the BRC Inc. (the “Company”) filed a certificate of amendment (the “Amendment”) to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Amendment amends Article VIII, Section 8.1 of the Amended and Restated Certificate of Incorporation to limit the liability of officers, as permitted under Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”) as further described below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1891101/000114036124024033/0001140361-24-024033-index.htm
- Shareholder Votes
  BRC Inc. shareholders approved Approval of the Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company at the 2024-04-30 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2024-04-30
  source text: The stockholders approved the Amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company, as described above. The voting results were as follows: For Against Abstain Broker Non-Votes 116,051,545 3,357,992 797,443 16,248,597
  evidence_url: https://www.sec.gov/Archives/edgar/data/1891101/000114036124024033/0001140361-24-024033-index.htm
- Shareholder Votes
  BRC Inc. shareholders approved Ratification of the Appointment of the Independent Registered Public Accountants at the 2024-04-30 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-04-30
  source text: The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows: For Against Abstain 135,997,875 384,457 73,245
  evidence_url: https://www.sec.gov/Archives/edgar/data/1891101/000114036124024033/0001140361-24-024033-index.htm
- Shareholder Votes
  BRC Inc. shareholders approved Election of Class II director at the 2024-04-30 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-04-30
  source text: The stockholders elected the Class II nominee, Thomas Davin, to serve as a director until the Company’s Annual Meeting of Stockholders in 2027. The voting results were as follows: Nominee For Against Abstain Broker Non-Votes Thomas Davin 117,385,946 2,770,247 50,787 16,248,597
  evidence_url: https://www.sec.gov/Archives/edgar/data/1891101/000114036124024033/0001140361-24-024033-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.