BigBear.ai shareholders approve doubling authorized shares to 1 billion, adopt bylaw amendments

BigBear.ai Holdings, Inc.

Shareholders approved increase in authorized common shares from 500M to 1B; vote: 191.6M for, 44.5M against, 3.5M abstain.
Bylaws amended: voting standard for non-director matters changed to majority of votes cast (excluding abstentions/broker non-votes).
New universal proxy rules compliance: prohibits proxy solicitations for director nominees unless Rule 14a-19 notice given.
Enhanced disclosure requirements for stockholder nominations and proposals; limits number of nominees to board slots available.
Special meeting adjourned to Dec 5, 2025 to solicit additional proxies if needed; quorum was 54.9% of voting power.

item 5.03item 5.07item 9.01

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