🧾 What This Document Is

This is a proxy statement for BuzzFeed's 2026 annual shareholder meeting. Think of it as a "voter guide" that explains what will be voted on, who is running the company, and how they are paid. Shareholders will vote on two main proposals: electing directors and ratifying the company's auditor.

🗳️ The Meeting & Your Vote

The annual meeting will be held virtually on June 2, 2026, at 2:00 p.m. Eastern Time.
👉 Key voting power: Each share of Class A stock gets 1 vote, but each share of Class B stock gets 50 votes. This means founders and insiders with Class B shares have outsized control. As of the record date (April 6, 2026), directors and executives owned about 66% of the total voting power.

📋 What You're Voting On

The board recommends voting FOR both proposals:

1. Election of Directors: Vote for the two Class II nominees—Janet Rollé and Adam Rothstein.
2. Ratify the Auditor: Approve CBIZ CPAs P.C. as the independent accounting firm for 2026.

👥 Who Runs the Show (The Board)

BuzzFeed has a combined CEO/Chairman structure. Founder Jonah Peretti is both CEO and Chairman. To balance this, the board has a Lead Independent Director, Adam Rothstein, who oversees independent director sessions and acts as a liaison.
👉 Why it matters: This structure is common in founder-led companies but can raise governance questions. A strong lead independent director is crucial for checks and balances.
The board has three committees: Audit, Compensation, and Nominating/Governance. All members are considered independent.

💼 Company Snapshot & Challenges

BuzzFeed operates in the highly competitive digital media industry. The company faces ongoing pressures around audience growth, advertising revenue, and adapting to platforms like social media and AI. Its stock has been volatile since going public via a SPAC merger in late 2021.

💰 How Directors Get Paid

Non-employee directors receive:

• An annual cash retainer of $50,000.
• Committee chair and member fees ranging from $10,000 to $35,000 extra.
• An annual equity grant (RSUs) valued at $125,000.
  👉 Stock Ownership: Directors and executives are required to build a meaningful ownership stake in the company over time, aligning their interests with shareholders.

⚖️ Governance & Risk Oversight

• Clawback Policy: The company has a policy to recover erroneously awarded compensation if there's an accounting restatement. A recent minor restatement related to restricted cash disclosure is not expected to trigger any clawbacks.
• Risk Oversight: The board delegates risk monitoring to its committees. The Audit Committee notably oversees cybersecurity and AI risks.
• Human Capital: As of Dec. 31, 2025, BuzzFeed had 507 employees. About 14.6% are unionized. The company reports that 38% of employees are BIPOC and 64% identify as female.

🔮 What's Next & Strategic Context

The immediate next step is the shareholder vote in June. The broader strategy, guided by the board, involves navigating the turbulent media landscape, managing costs, and exploring growth areas—likely including video, social content, and leveraging data. The election of Peretti and the current board signals continuity in this challenging turnaround phase.

🧠 The Analogy

Reading this proxy is like reviewing the charter and crew manifest of a ship navigating stormy seas. You're checking the captain's (Peretti) plan, the qualifications of the crew (directors) who help steer, the rules they follow (governance), and how they're compensated for the journey, all while knowing the ship (the company) faces rough waters (industry challenges).

🧩 Final Takeaway

For BuzzFeed shareholders, this meeting is about ratifying continuity. The company is in a difficult transition period, and the proposals seek to keep the current leadership and oversight structure in place. The high voting power of Class B shares means the outcome is heavily influenced by insiders.