Did Vishal Garg's written consent actually remove Better Home & Finance's board?

On October 9, 2026, Better Home & Finance Holding Co. filed an amended Form 8-K with the Securities and Exchange Commission. It states that written consents delivered in the consent solicitation run by Vishal Garg and the Garg Group removed five directors from the board without cause, effective immediately.¹,⁸ The five are Daniel Lewis, Arnaud Massenet, Bhaskar Menon, Prabhu Narasimhan and Harit Talwar.¹ The same filing reports that the reconstituted board then removed Lewis as interim chief executive.¹ Six weeks earlier the company's special committee had asked shareholders to revoke their consents.³ Garg had also sued the company and its directors, plus the rights agent, in the Delaware Court of Chancery on August 25, 2026. The company had already sued Garg in federal court in New York on August 18 over the solicitation.⁹

The documents examined here are consistent with each other: the company's filings, which report the inspector's certified tally, and the share counts in the board's own revocation statement. The inspector's report itself was not obtained.²,³ On the share counts in the August 28 revocation statement, the votes for removal come to about 52.02% of voting power.²,³ That is above a simple majority of voting power. Section 141(k) sets a default of a majority of the shares entitled to vote, and how multi-vote shares are counted depends on Better's charter, which was not reviewed.⁵ One gap remains: no court ruling on the consents was found. The company's federal suit over the solicitation, filed August 18, was pending as of the August 28 revocation statement. HousingWire reports, citing a Garg Group release, that the reconstituted board plans to dismiss it.

What do the filings say happened?

The original report is a Form 8-K filed on October 6, 2026, under Items 5.02 and 5.07.² It says the inspector of election certified the final results on October 5. The certified count was 13,633,243 for removal and 30,154 against. The filing does not say whether these are shares or votes, and the calculation below treats them as votes.² The October 9 amendment says the consents, delivered on September 30, removed the directors "effective immediately".¹

The amendment states that its only purpose is to add related-party disclosure under Item 404(a).¹ It also records three other events. Director Frater notified the company on October 1 that he was resigning, effective upon the removal. Garg alone appointed four new directors on October 5. The new board then removed Lewis as interim CEO.¹

Both reports come from the company after it changed hands. The amendment is signed by Paula Tuffin, one of the directors Garg appointed on October 5.¹ The original is signed by the same person, Paula Tuffin, who was General Counsel and became a director on October 5.¹,² Neither filing mentions a court challenge to the consents.¹,²

Do the votes clear a majority?

The October 6 filing reports a tally but no total voting power, so the percentage has to be computed.² The special committee's consent revocation statement of August 28, 2026, gives the base. On the record date, 13,256,037 Class A shares and 4,316,928 Class B shares were outstanding. Each Class A share carried one vote and each Class B share carried three.³ On those figures, total voting power was 26,206,821 votes, and a majority required 13,103,411. The 13,633,243 votes for removal amount to 52.02%, about 530,000 votes above the line.²,³

HousingWire reported the same 52.02% on October 5. It attributed the figure to a press release from Garg and the Garg Group, not to the inspector.⁸ The inspector's report itself was not obtained. The arithmetic also assumes the inspector used the share base in the August 28 statement, and no document examined confirms that.

What does Delaware law require?

Section 141(k) of the Delaware General Corporation Law states the default rule. Directors "may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors".⁵ The section then lists exceptions, including classified boards and cumulative voting. Whether either applies depends on Better's charter, which was not reviewed.⁵

Section 228 allows stockholders to act without a meeting. Their consents must be signed by holders with "not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting".⁶ The subsection opens with "Unless otherwise provided in the certificate of incorporation", so a charter can restrict written consent.⁶ The text quoted here comes from a Justia reproduction of the 2025 code. The official page was cut off when consulted.⁶ Neither statute resolves disputes over who counts as a record holder or whether a particular consent meets the statutory and bylaw requirements.³,⁵,⁶

Did the board contest the result?

Until October 5, it did. The August 28 revocation statement was written to defeat the solicitation. It called the August 14 consents invalid and short of a majority.³ On October 2, Garg's own soliciting material reported a preliminary count from the inspector. That filing says the count "is subject to review by the Company."⁴

On October 5, HousingWire reported that the special committee would stop challenging the inspector's preliminary report. HousingWire reported that the committee said the decision was in the best interests of the company and its stockholders because of the cost and uncertainty of a prolonged contest.⁷ The company's own statement of that decision was not located. That report is a press account of what the company said. It is not a court finding, and it does not say whether a shareholder or other party could still challenge the consents.⁷

What is Garg's lawsuit about?

Garg filed his complaint in the Delaware Court of Chancery on August 25, 2026. HousingWire reports that it brings three counts: breach of fiduciary duty and two claims for declaratory judgment. HousingWire reports that it asks the court to invalidate the board's poison pill and the formation of the special committee.⁹ The revocation statement says the complaint was filed under seal.³ The suit predates the removal. According to HousingWire, the complaint also alleges the board acted to entrench itself and thwart shareholder voting rights, and it disputes Garg's removal as CEO. The sealed complaint was not seen, so it is not known whether it touches the consents. The complaint and docket were not obtained, and no ruling in the case was found.⁹

What did the proxy advisers say?

The Glass Lewis and ISS reports were not obtained. The only account of them available was the special committee's own wire release, which is not used as a source here. The timing of any Glass Lewis or ISS recommendation was not established. A recommendation would speak to how shareholders were advised to vote. It would not show whether the removal took effect.