LW 2025 Proxy: 6 New Directors, FCF & ROIC Pay Metrics, Vote Sep 25

Q: When is Lamb Weston鈥檚 (LW) 2025 Annual Meeting?

The meeting is scheduled for Thursday, 25 September 2025 at 8:00 a.m. MDT in Eagle, Idaho.

Q: What is the record date for voting eligibility?

Shareholders must hold LW stock as of 1 August 2025 to vote.

Q: What items will LW shareholders vote on in 2025?

Votes cover director elections, an advisory say-on-pay proposal, and ratification of KPMG LLP as FY 2026 auditor .

Q: Who are the new director nominees at Lamb Weston?

Six independent nominees鈥� Alford, Kimmelshue, Kurzius, Maass, McLevish and Ostfeld 鈥攋oined under the Cooperation Agreement.

Q: What changes are being made to executive compensation for FY 2026?

Incentives will now include Free Cash Flow in the annual plan and ROIC in the long-term plan.

Q: What is the Cooperation Agreement mentioned in the proxy?

Signed 30 Jun 2025 with JANA Partners and Continental Grain , it expanded the board and set certain voting terms.

Q: Which audit firm is proposed for fiscal 2026?

The Board recommends KPMG LLP as independent auditor for FY 2026.

[8-K] Blue Bird Corporation Reports Material Event

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Lamb Weston Holdings, Inc. (LW) 鈥� 2025 Definitive Proxy Statement highlights

The 2025 Annual Meeting is set for 25 Sep 2025 at 8:00 a.m. MDT in Eagle, Idaho. Holders of record on 1 Aug 2025 will vote on: (1) election of 12 directors, (2) advisory say-on-pay, (3) ratification of KPMG LLP as FY 2026 auditor, plus any other business.

Governance & Board Refresh

30 Jun 2025 Cooperation Agreement with JANA Partners and Continental Grain expands the Board to 13 and installs six new independent directors.
Brad Alford (independent, ex-Nestl茅) becomes Chairman; Michael J. Smith moves from COO to President & CEO and joins the Board.

Compensation Alignment

From FY 2026 the annual incentive plan will include a Free Cash Flow target; the long-term plan adds a ROIC metric.
The Board unanimously elects to take its annual retainer 100 % in equity, increasing ownership.

Strategic Context 鈥� Management states the 鈥淔ocus to Win鈥� plan has restored growth in 2H 2025 through customer focus, execution, innovation and cost efficiency.

Positive

Six new independent directors and an independent chairman strengthen board oversight and expertise.
Compensation plans now include Free Cash Flow and ROIC metrics, directly aligning pay with shareholder value.
Directors will receive 100 % of annual retainers in equity, boosting insider ownership.

Negative

Need for an activist-driven cooperation agreement suggests prior governance or performance concerns.
Proxy provides no detailed financial results or forward guidance for investors to assess progress.

Insights

TL;DR 鈥� Governance overhaul and pay redesign improve alignment; financial impact neutral near-term.

The proxy centers on governance. A cooperation pact with JANA Partners and Continental Grain refreshes the board, raising the independent count to 12/13 and installing an experienced chairman. Adding Free Cash Flow and ROIC to incentives and taking retainers in equity tie leadership to value creation. The filing contains no new earnings guidance or capital-allocation commitments, so market impact should be modest. Still, activist involvement often accelerates strategic execution, potentially positive for future cash returns.

08/07/2025 - 09:29 AM

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): August 5, 2025

BLUE BIRD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-36267

46-3891989

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

3920 Arkwright Road

2nd Floor

Macon, Georgia 31210

(Address of principal executive offices and zip code)

(478) 822-2801

(Registrant's telephone number including area code)

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 (see General Instruction A.2. below):


☐			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 13e-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

BLBD

NASDAQ Global Market

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 8.01 Other Events.

On August 5, 2025, the Board of Directors (the “Board”) of Blue Bird Corporation (the “Company”) authorized and approved a share repurchase program for up to $100 million of the currently outstanding shares of the Company’s common stock over a period up to January 1, 2028. Under the share repurchase program, the Company may repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchase transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Board also authorized the Company to enter into written trading plans pursuant to Rule 10b5-1 under the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. The Company may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its common stock pursuant to its share repurchase program.

The timing, manner, price, and number of shares to be repurchased will be at the discretion of Company management. The repurchase program does not obligate Blue Bird to acquire any specific amount of securities and can be modified or terminated at any time without notice. Repurchases under this program are expected to be funded from one or a combination of existing cash balances, future free cash flow, or indebtedness.

Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

104 Cover Page Interactive Data File (embedded within 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.


BLUE BIRD CORPORATION

By:						/s/ Ted Scartz
Name:						Ted Scartz
Title:						Senior Vice President and General Counsel

Dated: August 7, 2025

Source:

FAQ

When is Lamb Weston鈥檚 (LW) 2025 Annual Meeting?

The meeting is scheduled for Thursday, 25 September 2025 at 8:00 a.m. MDT in Eagle, Idaho.

What is the record date for voting eligibility?

Shareholders must hold LW stock as of 1 August 2025 to vote.

What items will LW shareholders vote on in 2025?

Votes cover director elections, an advisory say-on-pay proposal, and ratification of KPMG LLP as FY 2026 auditor.

Who are the new director nominees at Lamb Weston?

Six independent nominees鈥�Alford, Kimmelshue, Kurzius, Maass, McLevish and Ostfeld鈥攋oined under the Cooperation Agreement.

What changes are being made to executive compensation for FY 2026?

Incentives will now include Free Cash Flow in the annual plan and ROIC in the long-term plan.

What is the Cooperation Agreement mentioned in the proxy?

Signed 30 Jun 2025 with JANA Partners and Continental Grain, it expanded the board and set certain voting terms.

Which audit firm is proposed for fiscal 2026?

The Board recommends KPMG LLP as independent auditor for FY 2026.

AG真人官方

[8-K] Blue Bird Corporation Reports Material Event

Insights

FAQ

When is Lamb Weston鈥檚 (LW) 2025 Annual Meeting?

What is the record date for voting eligibility?

What items will LW shareholders vote on in 2025?

Who are the new director nominees at Lamb Weston?

What changes are being made to executive compensation for FY 2026?

What is the Cooperation Agreement mentioned in the proxy?

Which audit firm is proposed for fiscal 2026?

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[8-K] Blue Bird Corporation Reports Material Event

Insights

Financial Analyst neutral

FAQ

When is Lamb Weston鈥檚 (LW) 2025 Annual Meeting?

What is the record date for voting eligibility?

What items will LW shareholders vote on in 2025?

Who are the new director nominees at Lamb Weston?

What changes are being made to executive compensation for FY 2026?

What is the Cooperation Agreement mentioned in the proxy?

Which audit firm is proposed for fiscal 2026?

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BLBD Rankings

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