Allbirds (NASDAQ:BIRD) stockholders approved a series of proposals at a special meeting Tuesday that clear the way for the company to sell assets tied to its existing footwear business and pursue a new strategic direction outside its historical brand focus.
At the virtual meeting, President, Chief Executive Officer, Secretary and Director Joe Vernachio said the company had entered into an asset purchase agreement dated March 29, 2026, with Allbirds IP LLC. The agreement covers the sale of “purchase assets” related to Allbirds’ existing footwear business, which Vernachio said represent a significant amount of the company’s assets.
Following the closing of the asset sale, the buyer will own the Allbirds trade name and related intellectual property, and the brand and footwear business will continue under the buyer’s stewardship, according to the company’s remarks at the meeting.
Stockholders Approve Four Proposals
Christos Yatrakis, Allbirds’ Chief People and Legal Officer, served as secretary for the meeting and outlined the voting process. He said each share of Class A common stock was entitled to one vote, while each share of Class B common stock was entitled to 10 votes.
The company said proxies had been received for shares representing 26,935,007 votes out of 31,624,606 votes represented by Class A and Class B shares outstanding on the April 13, 2026 record date. That represented approximately 85.17% of aggregate voting power and constituted a quorum.
Stockholders voted on four proposals:
- Approval of the asset sale pursuant to the agreement between Allbirds, Inc. and Allbirds IP LLC.
- Approval of an amendment to the company’s certificate of incorporation to remove references to Allbirds being operated as a public benefit corporation.
- Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of Class A common stock representing more than 19.99% upon conversion of certain convertible notes.
- Approval of an adjournment proposal, if needed, to permit further solicitation of proxies.
After the polls closed, the company said the preliminary report from the inspector of elections showed that all four proposals had carried. The company said it expects to report the final voting results in a Form 8-K filing with the Securities and Exchange Commission within four business days of the meeting.
Company Plans New Corporate Direction
The approved charter amendment relates to the company’s expected operations after the footwear asset sale. Vernachio said the asset purchase agreement prohibits the company from competing within its historical footwear business after the sale is completed. He also said the anticipated post-sale business would be less focused on the public benefit of environmental conservation currently stated in the company’s certificate of incorporation.
Allbirds also said it intends to continue operating after the asset sale, but under a new corporate name. Vernachio said the board has not yet made a final decision on the new name.
The company said it is investigating potential opportunities in the computing infrastructure market. Those potential opportunities include the acquisition and monetization of graphics processing units, related high-performance computing infrastructure capable of supporting high workloads, and other related assets. The company referred to the planned area as an “electronics infrastructure business.”
In support of that anticipated business, Allbirds has entered into an agreement to sell up to $50 million in senior secured convertible notes. The company said proceeds from those notes would permit it to purchase electronic assets and develop and expand the anticipated electronics infrastructure business.
No stockholder questions germane to the proposals were submitted during the meeting, according to Amy Bowler of Holland & Hart LLP, the company’s outside legal counsel, who was present virtually.
About Allbirds (NASDAQ:BIRD)
Allbirds, Inc is a sustainable lifestyle company specializing in environmentally friendly footwear and apparel. The company’s core business centers on designing, manufacturing, and selling shoes that leverage natural and recycled materials to minimize ecological impact. Allbirds’ product portfolio includes lifestyle sneakers, running shoes, and casual slip-ons, all engineered for comfort, durability, and low carbon footprint.
The company’s signature offerings include the Wool Runner series, crafted from New Zealand merino wool, and the Tree line, which uses eucalyptus fiber.
