Sector: Consumer Discretionary
BUILD A BEAR WORKSHOP INC · Meeting: June 11, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Iyengar has served since November 2021 (over 24 months), brings strong digital and e-commerce expertise relevant to BBW's business, BBW's 3-year stock return of +73% significantly outperforms the peer group median of -33.8% by +106.8 percentage points (well above the 65pp threshold to trigger a vote against), attendance exceeded 85%, and no overboarding or independence concerns were identified.
Rotenberg has served since November 2021 (over 24 months), brings relevant brand, marketing, and children's media experience, BBW's 3-year stock return strongly outperforms the peer group median, attendance exceeded 85%, and no overboarding or independence concerns were identified.
Goldman was appointed in February 2026 and has been on the board for fewer than 24 months, making him exempt from the TSR performance trigger under policy; he brings extensive retail, consumer goods, and governance experience from roles including CEO of Godiva Chocolatier and director of Abercrombie & Fitch, and no independence or overboarding concerns were identified.
All three Class I director nominees — Iyengar, Rotenberg, and Goldman — are recommended FOR. BBW's 3-year stock return of +73% dramatically outperforms the disclosed peer group median of -33.8% by over 100 percentage points, far exceeding the 65pp threshold needed to trigger a vote against. Goldman is newly appointed and exempt from the TSR trigger. All directors appear independent (except the executive directors not on this ballot), have relevant experience, and attendance met the 75% threshold.
CEO
Sharon John
Total Comp
$3,396,235
Prior Support
87%%
CEO Sharon John received total compensation of $3,396,235 for fiscal 2025, which is reasonable for a CEO of a ~$469M market cap specialty retailer with five consecutive years of record results; the company disclosed approximately 61% of her total target compensation was performance-based, comfortably exceeding the 50-60% variable pay threshold. The prior year Say on Pay vote received approximately 87% shareholder support, well above the 70% threshold that would require a response, and the 2023-2025 long-term performance stock award paid out at only 19.5% of target reflecting genuine pay-for-performance discipline. The compensation program includes meaningful features such as a clawback policy, no tax gross-ups, double-trigger change-of-control provisions, and stock ownership guidelines, with no significant governance concerns identified.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,337,342
Non-Audit Fees
$88,443
Non-audit fees (tax fees of $86,443 plus other fees of $2,000, totaling $88,443) represent approximately 6.6% of audit fees of $1,337,342, well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot be applied. No material restatements were identified, and Ernst & Young is a Big 4 firm appropriate for a company of BBW's size.
The 2026 Build-A-Bear Workshop annual meeting presents a clean ballot with three straightforward proposals — director elections, auditor ratification, and Say on Pay — all of which are recommended FOR. BBW's stock performance over the past three years has been exceptional (+73% vs. a peer group median of -33.8%), the compensation program demonstrates genuine pay-for-performance alignment with the 2023-2025 long-term award vesting at only 19.5% of target, and auditor fees show no independence concerns with non-audit fees at just 6.6% of audit fees.
10 companies disclosed in 2026 proxy filing
