---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-303945"
form_type: "8-K"
ticker: "BBAI"
cik: "0001836981"
company_name: "BigBear.ai Holdings, Inc."
filed_at: "2025-12-01T23:59:59+00:00"
generated_at: "2026-05-16T15:54:44.987515+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-25-303945
- form_type: 8-K
- ticker: BBAI
- cik: 0001836981
- company_name: BigBear.ai Holdings, Inc.
- filed_at: 2025-12-01T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1836981/000119312525303945/0001193125-25-303945-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1836981/000119312525303945/d75195d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-303945
- JSON: https://secwatch.observer/filing/0001193125-25-303945.json
- Plain text: https://secwatch.observer/filing/0001193125-25-303945.txt

## Key facts
- Governance Changes
  BigBear.ai Holdings, Inc.: Stockholders approved amendment to increase authorized shares of common stock from 500,000,000 to 1,000,000,000.
  - Change: charter amendment
  source text: The Company’s stockholders voted to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 500,000,000 to 1,000,000,000 (“Proposal 1”), by a vote of 191,584,812 shares of common stock for, 44,535,884 shares of common stock against and 3,517,671 shares of common stock abstaining.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000119312525303945/0001193125-25-303945-index.htm
- Governance Changes
  BigBear.ai Holdings, Inc.: Amended voting standard for stockholder matters (non-director) to majority of votes cast, addressed universal proxy rules, and clarified procedural mechanics for stockholder nominations and proposals (effective 2025-12-01).
  - Change: bylaw amendment
  - Effective: 2025-12-01
  source text: The Board of Directors of BigBear.ai Holdings, Inc. (the “Company”) approved and adopted effective December 1, 2025 amendments to the Company’s existing Bylaws (as so amended, the “Amended and Restated Bylaws”) to, among other things: (i) amend the voting standard for all matters submitted to the stockholders, other than the election of directors, to the affirmative vote of the holders of majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter, unless otherwise provided by applicable law, rule or regulation (including the rules of any stock exchange on which the Company’s shares are listed and traded), by the Company’s certificate of incorporation, as amended from time to time, or the Amended and Restated Bylaws; (ii) address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person ha
  evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000119312525303945/0001193125-25-303945-index.htm

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