Beyond Meat, Inc. Reports Stockholder Approval of Share Increase and Equity Plan
Summary
Beyond Meat, Inc. stockholders approved key corporate actions at a Special Meeting on November 19, 2025. They approved an amendment to the 2018 Equity Incentive Plan, increasing shares authorized for issuance, including for key employee awards. Stockholders also approved a Charter Amendment, effective November 19, 2025, to increase the total authorized Common Stock from 500,000,000 to 3,000,000,000 shares (via Ex. 3.1). This increase supports the conversion of newly issued 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 ("New Notes") and the Restated Plan. Additionally, stockholders approved the potential issuance of shares upon conversion of up to $215.0 million in New Notes, which would exceed 20% of outstanding shares.
Why It Matters
The approval to increase authorized Common Stock from 500 million to 3 billion shares and the potential issuance of shares for up to $215.0 million in New Notes (exceeding 20% of outstanding shares) are material. This significantly alters the company's capital structure, enabling future equity-based compensation and debt conversion, which could lead to substantial dilution for existing shareholders.
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Key Quote
“Proposal 1: The Company's stockholders voted to approve, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of shares of Common Stock, upon conversion or equitization of up to $215.”
— From Item 5.07
Filing Details
Reported Items
Additional Information
- CIK Number
- 0001655210
- Filing Date
- Thursday, November 20, 2025
- Filing Time
- 12:00 AM UTC
- Form Type
- 8-K
- Materiality Level
- high
- Sentiment
- positive