--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-269639" form_type: "8-K" ticker: "BBAI" cik: "0001836981" company_name: "BigBear.ai Holdings, Inc." filed_at: "2026-06-12T20:58:12+00:00" generated_at: "2026-06-12T20:59:35.802489+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # BigBear.ai shareholders approve doubling authorized shares to 1 billion ## Summary - Amendment increases authorized common shares from 500M to 1B, effective June 9, 2026. - Proposal passed with 241.6M votes for, 27.1M against, 3.1M abstentions. - Kevin McAleenan and Pamela Braden elected Class II directors through 2029 with 89.4M and 81.0M votes for, respectively. - Non-binding say-on-pay approved (86.6M for, 9.6M against); 1-year frequency selected. - Grant Thornton LLP ratified as auditor for FY 2026 with 265.6M votes for. ## SEC filing metadata - accession: 0001193125-26-269639 - form_type: 8-K - ticker: BBAI - cik: 0001836981 - company_name: BigBear.ai Holdings, Inc. - filed_at: 2026-06-12T20:58:12+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1836981/000119312526269639/0001193125-26-269639-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1836981/000119312526269639/d105640d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-269639 - JSON: https://secwatch.observer/filing/0001193125-26-269639.json - Plain text: https://secwatch.observer/filing/0001193125-26-269639.txt ## Key facts - Governance Changes BigBear.ai Holdings, Inc.: Increased authorized shares of common stock from 500,000,000 to 1,000,000,000 (effective 2026-06-09). - Change: charter amendment - Effective: 2026-06-09 source text: At the Annual Meeting, shareholders approved 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 (the "Amendment"). The Amendment became effective upon the Company's filing of a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on June 9, 2026 (the "Certificate of Amendment"). evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000119312526269639/0001193125-26-269639-index.htm - Shareholder Votes BigBear.ai Holdings, Inc. shareholders approved Election of Class II directors at the 2026-06-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-09 source text: The Company’s shareholders elected the following nominees for director to serve as Class II directors for a three-year term expiring in 2029 or until their successors shall have been elected and qualified. Name Votes For Votes Withheld Broker Non-Votes Kevin McAleenan 89,446,324 9,530,902 172,752,699 Pamela Braden 81,006,003 17,971,223 172,752,699 evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000119312526269639/0001193125-26-269639-index.htm - Shareholder Votes BigBear.ai Holdings, Inc. shareholders approved Advisory Vote on the Compensation of the Company’s Named Executive Officers at the 2026-06-09 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-09 source text: The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025. Votes For Votes Against Abstentions Broker Non-Votes 86,606,157 9,573,649 2,797,420 172,752,699 evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000119312526269639/0001193125-26-269639-index.htm - Shareholder Votes BigBear.ai Holdings, Inc. shareholders approved Approval of Amendment to the Company’s Certificate of Incorporation to increase authorized shares at the 2026-06-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-09 source text: The vote 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 was approved. Votes For Votes Against Abstentions Broker Non-Votes 241,570,296 27,077,068 3,082,561 — evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000119312526269639/0001193125-26-269639-index.htm - Shareholder Votes BigBear.ai Holdings, Inc. shareholders approved Advisory Vote on the Frequency of the Advisory Vote on the Compensation of the Company’s Named Executive Officers at the 2026-06-09 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2026-06-09 source text: The Company’s shareholders approved a 1-year voting frequency, on a non-binding advisory basis, as the frequency of future non-binding advisory votes on the compensation of our named executive officers, by the votes set forth below: Frequency Votes Submitted Abstentions Broker Non-Votes 1 Year 92,842,228 2,411,711 172,752,699 evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000119312526269639/0001193125-26-269639-index.htm - Shareholder Votes BigBear.ai Holdings, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-06-09 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-09 source text: The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified. Votes For Votes Against Abstentions Broker Non-Votes 265,572,995 3,510,898 2,646,032 — evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000119312526269639/0001193125-26-269639-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.