BYND holders approve 3B share authorization and reverse split setup

Rhea-AI Filing Summary

Beyond Meat, Inc. announced that stockholders approved several significant capital and governance changes at a special meeting held on November 19, 2025. The company amended and restated its 2018 Equity Incentive Plan to increase the pool of shares available for equity awards, including grants to key employees.

Stockholders also approved a charter amendment increasing authorized common shares from 500,000,000 to 3,000,000,000 to support potential share issuances upon conversion of the company’s newly issued 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 and issuances under the Restated Plan. In a separate proposal, stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of common stock tied to up to $215.0 million in aggregate principal amount of these New Notes, which could exceed 20% of the shares outstanding at the commencement of the exchange offer. They also authorized a series of alternate amendments to enable a reverse stock split and a proportionate reduction in authorized shares.

Positive

• None.

Negative

• Potentially material dilution from New Notes equitization: Stockholders approved the issuance of common stock tied to up to $215.0 million in New Notes, which the company states could in aggregate exceed 20% of shares outstanding at the time the exchange offer began.
• Substantial expansion of authorized share capacity: Authorized common shares increased from 500,000,000 to 3,000,000,000, enabling large future equity and equity-linked issuances that could significantly increase the share count over time.

Insights

Equity & Capital Structure Analyst

Beyond Meat adds significant equity issuance capacity and reverse-split flexibility.

The approvals substantially expand Beyond Meat’s ability to issue equity-linked securities. Authorized common stock rises from 500,000,000 to 3,000,000,000 shares, explicitly to support potential conversions of the 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 and issuances under the Restated 2018 Equity Incentive Plan. This creates room for both balance sheet transactions and employee incentives without immediate mechanical limits from the prior share authorization.

Stockholders also approved, under Nasdaq Listing Rule 5635(d), the potential issuance of common shares tied to up to $215.0 million in aggregate principal amount of the New Notes, with the filing noting that such issuances could exceed 20% of the shares outstanding at the commencement of the exchange offer. That points to a potentially meaningful level of future dilution, depending on conversion, equitization, and interest or make-whole payments in stock. The approval of alternate charter amendments enabling a reverse stock split and proportional authorized-share reduction adds another tool that can affect trading dynamics and share count once implemented.

8-K Event Classification

4 items: 5.02, 5.03, 5.07, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001655210false12/3100016552102025-11-192025-11-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 19, 2025

BEYOND MEAT, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38879

26-4087597

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

888 N. Douglas Street, Suite 100

El Segundo, California 90245

(Address of principal executive offices, including zip code)

(866) 756-4112

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

BYND

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Beyond Meat, Inc. (the “Company”) previously approved, subject to stockholder approval and the occurrence of the final settlement of the Company’s offer to exchange its outstanding $1.15 billion in aggregate principal amount of 0% Convertible Senior Notes due 2027 (the “Exchange Offer”), an amendment and restatement of the Beyond Meat, Inc. 2018 Equity Incentive Plan (the “Restated Plan”). On November 19, 2025, the Company’s stockholders approved the Restated Plan at the Company’s special meeting of stockholders held on November 19, 2025 (the “Special Meeting”), as further described below, and on October 30, 2025, the final settlement of the Exchange Offer occurred. As more fully described in the Company’s “Proxy Statement for Special Meeting of Stockholders” filed on October 17, 2025 (the “Proxy Statement”), the Restated Plan increases the number of shares of the Company’s common stock (“Common Stock”) authorized for issuance thereunder, including for purposes of the issuance of certain awards granted to key employees of the Company out of such increase.

The foregoing description of the Restated Plan is not complete and is subject to, and qualified in its entirety by, the complete text of the Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 19, 2025, following approval by the Company's stockholders at the Special Meeting, the Company filed a certificate of amendment (the “Charter Amendment”) to the Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to increase the number of authorized shares of its Common Stock from 500,000,000 to 3,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the Company's newly issued 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030 as part of the Exchange Offer (“New Notes”) and under the Restated Plan. The Charter Amendment became effective upon filing.

The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

A summary of the proposals voted on at the Special Meeting by the Company’s stockholders and the final voting results for each proposal are set forth below.

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 $215.0 million in aggregate principal amount of the New Notes (including any New Notes issued as payment-in-kind interest), or payment of accrued interest or make-whole payments in the form of Common Stock, which issuances would, in the aggregate, exceed 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
189,939,111						7,090,832						630,235						76,487,475

Proposal 2:    The Company’s stockholders voted to approve the Restated Plan to increase the number of shares of Common Stock authorized for issuance thereunder, including for purposes of the issuance of certain awards granted to key employees of the Company out of such increase.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
168,933,324						27,220,195						1,506,659						76,487,475

Proposal 3:    The Company’s stockholders voted to approve the Charter Amendment to increase the number of authorized shares of Common Stock from 500,000,000 to 3,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the New Notes and under the Restated Plan.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
189,457,626						7,576,325						626,227						76,487,475

Proposal 4:    The Company’s stockholders voted to approve a series of 30 alternate amendments to the Company’s Restated Certificate of Incorporation to effect (i) a reverse stock split of the issued and outstanding shares of Common Stock and (ii) a proportionate reduction in the number of authorized shares of Common Stock (and correspondingly decrease the total number of authorized shares of capital stock).

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
257,601,842						13,515,077						3,030,734						0

Because the Company’s stockholders approved the foregoing proposals, a vote on the proposal to adjourn the Special Meeting, as described in the Proxy Statement, was not called during the Special Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
3.1						Certificate of Amendment to the Restated Certificate of Incorporation of Beyond Meat, Inc.
10.1						Beyond Meat, Inc. 2018 Equity Incentive Plan, as amended and restated effective September 28, 2025 (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on September 29, 2025).
104						Cover page interactive data file (embedded with the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BEYOND MEAT, INC.
By:			/s/ Lubi Kutua
			Lubi Kutua
			Chief Financial Officer and Treasurer

Date: November 20, 2025

FAQ

What did Beyond Meat (BYND) stockholders approve at the November 19, 2025 special meeting?

Stockholders of Beyond Meat (BYND) approved an amended and restated 2018 Equity Incentive Plan, a charter amendment increasing authorized common shares, the potential issuance of common stock tied to up to $215.0 million of New Notes under Nasdaq Listing Rule 5635(d), and a series of alternate amendments to enable a reverse stock split with a proportional reduction in authorized shares.

How many authorized shares does Beyond Meat (BYND) have after the charter amendment?

After the charter amendment approved at the special meeting, Beyond Meat increased its authorized shares of common stock from 500,000,000 to 3,000,000,000, supporting potential share issuances upon conversion of the New Notes and under the Restated Equity Incentive Plan.

What is the size of New Notes equitization approved by Beyond Meat stockholders?

Stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of common stock in connection with up to $215.0 million in aggregate principal amount of the 7.00% Convertible Senior Secured Second Lien PIK Toggle Notes due 2030, including any New Notes issued as payment-in-kind interest, accrued interest, or make-whole payments in stock.

What changes were made to Beyond Meat’s 2018 Equity Incentive Plan?

Beyond Meat’s 2018 Equity Incentive Plan was amended and restated to increase the number of shares of common stock authorized for issuance, including to allow certain awards to key employees to be granted from the increased share pool.

Did Beyond Meat (BYND) stockholders approve a reverse stock split?

Stockholders approved a series of 30 alternate amendments to the Restated Certificate of Incorporation that would allow the company to effect a reverse stock split of the issued and outstanding common shares, along with a proportional reduction in the number of authorized common shares and a corresponding decrease in total authorized capital stock.

How does the New Notes approval relate to Nasdaq Listing Rule 5635(d) for BYND?

The vote under Nasdaq Listing Rule 5635(d) authorizes Beyond Meat to issue common stock upon conversion or equitization of up to $215.0 million of New Notes, and the company states that such issuances could, in aggregate, exceed 20% of the shares outstanding when the exchange offer began.