Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the annual meeting,Annual Meeting, regardless of whether you plan to attend the Annual Meeting.attend.

The terms of office of the Class AB directors, Mr. Ledecky, Mr. WerdelinMatt Meeker, Joanna Coles, Paulette Dodson and Ms. McLaughlin,Michele Meyer, will expire at the Annual Meeting. At the Annual Meeting, our stockholders will vote to elect the twothree nominees named in this proxy statement,Proxy Statement, Mr. WerdelinMeeker, Ms. Dodson and Ms. McLaughlin,Meyer, as Class AB directors, whose terms will expire at the annual meeting of stockholders to be held in 2025.2026. The size of the Board will be reduced from 78 to 67 members effective as of the Annual Meeting.

Each of our directors, including the director nominees, serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

The candidacies of Mr. WerdelinMeeker, Ms. Dodson and Ms. McLaughlinMeyer were each considered by our corporate governanceCorporate Governance and nominating committeeNominating Committee in accordance with the established process for evaluating candidates to serve on our Board. Upon the recommendation of the corporate governanceCorporate Governance and nominating committee,Nominating Committee, our Board nominated Henrik WerdelinMr. Meeker, Ms. Dodson and Betsy McLaughlinMs. Meyer for election as Class AB directors at the Annual Meeting.

Each of Mr. WerdelinMeeker, Ms. Dodson and Ms. McLaughlinMeyer currently serve on our Board, has consented to be named in this proxy statementProxy Statement and has agreed to serve, if elected, until the 20252026 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal.

Class AB directors will be elected by a plurality of the voting powershares of our common stock represented at the shares presentAnnual Meeting in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors.

Members of our Board take a proactive, focused approach to their positions to ensure that BARK is committed to business success through the maintenance of high standards of responsibility and ethics. The Board meets on a regular basis and additionally as required. Mr. Meeker is the Executive Chair and Ms. McLaughlin is the Lead Independent directorDirector of our Board.

Directors with terms expiring at the 2023 Annual Meeting:

Directors with terms expiring at the 2024 Annual Meeting:

The following table presents information regarding the compensation of our non-employee directors for services performed for our fiscal year ended 2022.March 31, 2023. Our founders, Messrs. Meeker and Werdelin, also serve on our Board, but received no additional compensation for such services. Please see the Fiscal Year 20222023 Summary Compensation Table for the compensation received by Mr. Meeker for his service as an executive officer of the Company during fiscal year 2022.2023. Please see the disclosure below for a description of the consulting fees, bonus and other amounts paid for Mr. Werdelin’s service to the Company during fiscal year 2022.2023.

For fiscal year 2022,2023, each non-employee director received an annual cash retainer of $40,000. The Lead Independent Director received an additional $15,000 annually, the chair of the Audit Committee received an additional $20,000 annually, the chair of the Compensation Committee received an additional $20,000 annually and the chair of the Corporate Governance Committee received an additional $10,000 annually. Members of the Audit Committee received an additional $10,000 annually, members of the Compensation Committee received an additional $5,000 annually and members of the Corporate Governance Committee received an additional $5,000 annually. All retainers were paid in substantially equal quarterly installments.

The non-employee directors’ equity compensation set forth above was granted under theour 2021 EIP.Equity Incentive Plan. All equity compensation was granted in the form of RSUs that vested as described below, subject to the director’s continued service through such vesting.

Each non-employee director who was first elected or appointedNon-employee directors are eligible to the Board following the Business Combination (as defined below), receivedreceive an initial grant of RSUs with an aggregate grant date fair value equal to $300,000. Vesting of the initial RSU grant is subject to the director’s continued service through the one-year anniversary of the grant date.

The Business Combination refersOur annual refresh grant is intended to have a value of $150,000; however, in fiscal year 2023 the Board capped the number of RSUs granted based on the number of RSUs received by the non-employee directors in fiscal year 2022 (36,363 RSUs). Vesting of the initial RSU is subject to the June 2021 acquisitiondirector's continued service through the one-year anniversary of Barkbox, Inc. by Northern Star Acquisition Corp., a publicly traded special purpose acquisition companythe grant date.

Mr. Werdelin was paid a monthly fee of $25,000$26,000 for creative consulting and administrative services he provided to the Company through Prehype, LLC totaling $300,000. In addition,$312,000 and received $1,000 a month towards administrative support, for a total of $12,000. Mr. Werdelin also received a $50,000 bonus paid uponan award of RSUs in the completionamount of $290,000 on April 11, 2022. This RSU award will vest 25% on the one year anniversary of the Business Combination. Thedate of grant and then in substantially equal amounts quarterly thereafter. Neither the monthly fee and completion bonus were notnor the RSU award was related to Mr. Werdelin’s service as a member of the Board. Mr. Werdelin did not receive any other compensation from the Company for his service in fiscal year 2023.

The Compensation Committee of the Board has adopted a program that permits independent directors to elect to defer settlement of their director RSUs until such director ceases to serve on the Board. In general, directors must make these deferral elections prior to the date of the grant of such RSUs. Directors who make a deferral election will have no right as stockholders with respect to amounts credited to their deferred RSU accounts until such RSUs are settled. Settlement of any RSUs credited to the deferred RSU account in shares of fully vested common stock will occur as soon as practicable following the director’s termination of service as a member of the Board.

Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. The Board has adopted a written charter for each of these committees, which are available on the Company’s investor relations website www.barkbox.co.www.investors.bark.co.

The Audit Committee consists of:

The Audit Committee met 5 times during fiscal year 2022.2023.

The Compensation Committee consists of:

Ms. ColesDodson serves as the chair of the Corporate Governance Committee. The Corporate Governance Committee will recommend to the Board candidates for nomination for election at the annual meeting of the stockholders. In general, in identifying and evaluating nominees for director, the

Specific responsibilities of our Corporate Governance Committee include:

In the process of identifying, screening and recommending director candidates to the full Board, our Corporate Governance Committee takes into consideration the needs of the Board and the qualifications of the candidates, such as their general understanding of various business disciplines and our business environment, their educational and professional background, analytical ability, independence, diversity of experience and viewpoints, and their willingness to devote adequate time to board duties. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group that is best equipped to help ensure that the long-term interests of the stockholders are served. When searching for new directors, the Corporate Governance Committee will actively seek out women and individuals from minority groups to include in the pool from which nominees for the Board are chosen. The Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

The Corporate Governance Committee met 35 times during fiscal year 2022.2023.

Our Board held 4 meetings during the fiscal year ended March 31, 2022 and each2023. Each person currently serving as a director attended at least 75% of the aggregate of the total number of meetings of the Board and each committee of which he or she was a member. Each director is also encouraged and expected to attend the Annual Meeting.

As outlined in our corporate governance guidelines, the Board will determine its leadership structure in a manner that it determines to be in the best interests of the Company and its stockholders from time to time in its judgment. If the Chair of the Board is not independent, the non-employee directors of the Board will elect a Lead Independent Director who will lead executive sessions of the Board, have authority to call meetings of the independent directors, and engage with the Board’s Chair and Chief Executive Officer to set meeting agendas for the Board, among other responsibilities.

Matt Meeker serves as both our Chief Executive Officer and the Chair of our Board. The Board believes that the combination of these two roles is appropriate at this time, particularly as it supports more consistent communication and coordination throughout the organization, enhancing the effectiveness of our corporate strategy. The Board believes that robust, independent Board oversight is essential, and the appointment of Elizabeth McLaughlin, who serves as an empowered Lead Independent Director supports that important objective.

We value feedback from our stockholders. We will launchlaunched our stockholder outreach program in the spring of 2023.

Any stockholder or other interested party who wishes to communicate with our Board, our independent directors, or any individual director may send written communications to our Board or such director c/o Corporate Secretary, BARK, Inc., 221 Canal, Suite 600, San Francisco, CA 94133,120 Broadway, 12th Floor, New York, NY 10271, or via email to ir@barkbox.com.investors@barkbox.com. The communication must include the stockholder’s name, address and an indication that the person is our stockholder. The Corporate Secretary will review any communications received from stockholders and will forward such properly made communications to the appropriate director or directors, or Board or committee of our Board, based on the subject matter.

Our Board believes that an ownership stake in the Company strengthens the alignment of interests between directors, on the one hand, and stockholders, on the other hand. Our Board strongly encourages our directors to own shares of the Company.

Team communication is frequent and direct, allowing for a high level of transparency and feedback. We engage with employees through monthly pulse surveys to measure employee engagement, receive feedback, and respond to employee concerns effectively. We leverage these data points to continuously evolve our policies and practices to meet employee needs and align with our team values. Though most of the team has worked remotely since March 2020, we currently use our offices in New York, New York and Columbus, Ohio for regular team collaboration, all hands meetings, workshops and more.

We recognize that people, like dogs, should be celebrated for their differences and the diverse life experiences they bring to work each day. We advocate for and celebrate a culture of inclusiveness for all people regardless of race, gender, sexual orientation, family status, religion, ethnicity, national origin, physical ability, veteran status, age, or love of cats as we work toward one common goal: to make every single dog as happy as they make us. We do this by focusing on four key areas:

We are committed to paying employees fairly for their work. Our Total Rewards team determines and regularly reviews all compensation based on a leveling and benchmarking system guided by market insights from third-party experts and tools. On a quarterly basis, we review all grants of equity for parity across gender and race to ensure that we are taking a consistent approach to compensation for all team members based on market data, role, and level.

We are committed to ensuring the health and safety of all employees and require compliance with all applicable local laws and regulations governing working conditions, working hours, fair wages, and compensation.

Succession planning is another critical human capital issue. As part of the annual executive officer evaluation process, the Compensation Committee works with our Chief Executive Officer to plan for the succession of the Chief Executive Officer and other senior executive officers, as well as to develop plans for interim or emergency succession for the Chief Executive Officer and other senior executive officers in the event of retirement or an unexpected occurrence. Management succession planning may be reviewed more frequently by the Board as it deems appropriate.

The Board evaluates its performance and the performance of its committees and individual directors on an annual basis through an evaluation process administered by our Corporate Governance Committee. The Board discusses each evaluation to determine what, if any, actions should be taken to improve the effectiveness of the Board, any committee thereof or of the directors.

One of the key functions of our Board is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

We are committed to respecting and protecting the privacy of our clients.customers. We recognize that our clientscustomers have a legitimate expectation of privacy when they do business with us. We deploy considerable resources to protect clientcustomer data and privacy because our business depends on our clients’customers’ trust.

We do not sell customer data. Our revenue comes from the sale of goods and services, not our customers’ information or advertising. We recognize that there is a cost and risk associated with every piece of data our customers entrust us with, so we take measures to minimize what is collected to only what we need to provide a great experience and meet our legal and regulatory requirements. Our privacy policy details what data we collect on our website and apps and how we use that data which is designed to be in compliance with the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and the General Data Protection Regulation.

Our security and privacy protocols integrate technical, administrative, and physical access control measures to protect the confidentiality and integrity of clientcustomer and company data. We employ privacy and data protection policies and procedures internally and with our third-party vendors and service providers to govern the collection, storage, access, use, and disclosure of information. We review our security plans and strategies as threats and conditions evolve. The Audit Committee provides oversight and engages regularly with our Chief Information SecurityTechnology Officer regarding cybersecurity issues and risk management.

Our Board is divided into three classes of directors that serve staggered three-year terms. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws authorize only our Board to fill

vacancies on our Board. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

The Board believes that a classified board structure promotes board continuity and stability, encourages directors to take a long-term perspective, and reduces the our vulnerability to coercive takeover tactics.

Additionally, compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

We have an insider trading policy that prohibits officers, directors and employees from engaging in hedging transactions, such as the purchase or sale of puts or calls, or the use of any other derivative instruments. Officers, directors and employees of the Company are also prohibited from holding our securities in a margin account or pledging our securities as collateral for a loan without the approval of the Board.

In the event our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to continue to retain Deloitte for the fiscal year ending March 31, 2023.2024. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change should be made.

A representative of Deloitte is expected to be present at the Annual Meeting and will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate stockholder questions.

The following is a summary of fees paid or to be paid to Deloitte, for services rendered for the fiscal years ended March 31, 20222023 and 2021.2022. Deloitte has been our independent registered public accounting since 2015.

In considering the nature of the services provided by our independent registered public accounting firm, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with our independent registered public accounting firm and our management to determine that they are permitted under the rules and regulations concerning auditor independence.

According to policies adopted by the Audit Committee and ratified by our Board, to ensure compliance with the SEC’s rules regarding auditor independence, all audit and non-audit services to be provided by our independent registered public accounting firm must be pre-approved by the Audit Committee. The Audit Committee has established a general pre-approval policy for certain audit and non-audit services, up to a specified amount for each identified service that may be provided by the independent auditors.

The Audit Committee approved all services provided by Deloitte during the years ended March 31, 20222023 and 2021.2022. The Audit Committee has considered the nature and amount of the fees billed by Deloitte and believes that the provision of the services for activities unrelated to the audit isprovided by Deloitte are compatible with maintaining Deloitte’s independence.

The Audit Committee oversees our independent registered public accounting firm and assists our Board in fulfilling its oversight responsibilities on matters relating to the integrity of our financial statements, our compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications and independence by meeting regularly with the independent registered public accounting firm and financial management personnel. Management is responsible for the preparation, presentation and integrity of our financial statements.

In fulfilling its oversight responsibilities, the Audit Committee:

Based on the Audit Committee’sits review and discussions noted above, the Audit Committee recommended to our Board, and our Board approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended March 31, 20222023 for filing with the SEC. The Audit Committee also appointed Deloitte as our independent registered public accounting firm for fiscal year ending March 31, 2023.2024.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Section 14A of the Exchange Act,In accordance with SEC rules, we are providing our stockholders are entitled to votewith the opportunity to approve, on an advisory basis, the frequency with which future advisory votes to approve the compensation of the our named executive officers should be held, which we refer to as the “say-on-frequency” vote. We refer to the advisory vote approving the compensation of our named executive officers, as described in this Proxy Statement.

As discussed in the “say-on-pay” vote.

Because“RESOLVED, that the stockholders of BARK, Inc. approve, on a non-binding advisory basis, the compensation paid to the named executive officers, as disclosed in the Proxy Statement for the 2023 Annual Meeting, including in the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

The affirmative vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all the shares of stock represented at the Annual Meeting in person or by proxy and entitled to vote thereon will be required to approve, on an advisory basis, the compensation of our named executive officers.

As this is an advisory it isvote, the result will not be binding on our Board or Compensation Committee. However, the say-on-pay vote will provide us with important feedback from our company. Nevertheless, the views expressed by the stockholders whether through this vote or otherwise, are important toabout our managementexecutive compensation philosophy, objectives and program. Our Board and accordingly, our Board and the Compensation Committee intendvalue the opinions of our stockholders and expect to considertake into account the results of this vote in making determinations in the future regarding the frequencyoutcome of the say-on-pay vote.vote when considering future executive compensation decisions and evaluating our executive compensation program.

The following table sets forth information with respect to our executive officers as of the date of this proxy statement:Proxy Statement:

Base salary is set at a level intended to be commensurate with the NEO’s duties and authorities, contributions, and prior experience. The relative levels of base salary for our NEOs are established after considering market-competitive levels, individual performance, and, in the case of new hires, the compensation they received at their predecessor companies.

The NEO’s annual cash incentive opportunity is set at a level designed to be commensurate with the NEO’s duties and authorities, contributions, prior experience, and, in the case of new hires, the compensation they received at their predecessor companies. Annual cash incentive compensation is paid to executives through our annual cash incentive bonus program and is designed to support our pay-for-performance philosophy. This annual cash incentive compensation is designed to motivate and reward executives based on their achievement of performance goalstargets established by the Compensation Committee for the fiscal year.

We provide benefits to our NEOs on the same basis as provided to all of our employees, including health, dental and vision insurance, pet insurance, life insurance, accidental death and dismemberment insurance, short-andshort- and long-term disability insurance, and a tax-qualified Section 401(k) retirement plan. Our perquisites for executives are limited to relocation benefits negotiated on a case-by-case basis.

The following table sets forth the base salaries for our NEOs for fiscal year 2022:2023:

For fiscal year 2023, the Compensation Committee established the following maximum incentive opportunities for each of the NEOs, with the incentive opportunities established for our NEOs based on the competitive market. As noted above, the payout amounts for the various performance including losstargets were set as follows: 50% payout for threshold performance; 75% payout for target performance; and 100% payout for performance at or above the maximum performance level. Pursuant to the terms of his offer letter, Mr. Ibrahim was eligible for an annual cash incentive payment equal to 75% of his maximum incentive opportunity.

In fiscal year 2022,2023, certain of our NEOs received bonuses as follows:

Messrs. Meeker, Richburg, SitaramanOur NEOs participate in our corporate-wide benefit programs and Novotny and Ms. Koehler receivedare offered benefits that generally are commensurate with the standard company benefits. Mr. Yeaton did not receive any company benefits. In addition, Mr. Sitaraman received reimbursements for certain relocation expenses, as reportedbenefits provided to all of our full-time employees, which includes participation in the “Fiscal Year 2022 Summary Compensation Table.”our qualified defined contribution plan.

Mr. JonejaMs. Gustafson resigned as Chief ExecutiveMarketing Officer in February 2023. Ms. Gustafson did not receive any payment in connection with her resignation.

Mr. Yeaton resigned as Interim Chief Financial Officer in January 2022. 2023. Mr. Yeaton did not receive any payment in connection with his resignation.

The Compensation Committee meets regularly with management, and in executive session without members of management present, to make decisions regarding our executive compensation programs and the compensation of our Chief Executive Officer and other executives. In making executive compensation decisions, the Compensation Committee reviews a variety of market data and information, including peer group and relevant industry information. The Chair of the Compensation Committee regularly reports on the committee’s actions to our Board.

The Compensation Committee’s responsibilities include the following: