FIGS, Inc. Form 8-K Summary
Business Context and Reporting Period
FIGS, Inc. filed a Form 8-K reporting the results of its 2024 annual meeting of stockholders, held via live webcast on June 5, 2024. The filing was signed on June 11, 2024. It does not report quarterly or annual operating results.
Meeting Participation and Voting Structure
- Class A common stock carries one vote per share; Class B common stock carries 20 votes per share.
- Shares present or represented by proxy totaled 139,869,194 Class A shares and 8,283,641 Class B shares.
- Participation represented approximately 93.3% of the combined voting power as of the April 10, 2024 record date and constituted a quorum.
Voting Results
| Proposal | Result | Key Vote |
|---|---|---|
| Election of A.G. Lafley | Approved | 285,698,705 for; 1,996,437 withheld; 17,846,872 broker non-votes |
| Election of Jeffrey Wilke | Approved | 274,697,647 for; 12,997,495 withheld; 17,846,872 broker non-votes |
| Election of J. Martin Willhite | Approved | 237,336,543 for; 50,358,599 withheld; 17,846,872 broker non-votes |
| Ratification of Ernst & Young LLP | Approved | 305,338,792 for; 132,760 against; 70,462 abstained |
| Advisory approval of named executive officer compensation | Approved | 240,247,636 for; 46,000,363 against; 1,447,143 abstained; 17,846,872 broker non-votes |
Material Changes, Outlook, and Risks
A.G. Lafley, Jeffrey Wilke, and J. Martin Willhite were elected as Class III directors, each to serve until the 2027 annual meeting and until a successor is elected and qualified or until earlier departure. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
The advisory vote approving named executive officer compensation was non-binding. The filing provides no revenue, earnings, cash flow, margin, debt, liquidity, guidance, or operating outlook information, and discloses no contingencies or unusual financial items.
Investor Verification Items
- Verify the voting results and director terms against FIGS’s definitive proxy statement filed April 24, 2024.
- Review the company’s subsequent filings for any board changes or developments involving the elected directors.
- Confirm Ernst & Young LLP’s role in the company’s fiscal 2024 audit.
- Assess the relatively lower support for J. Martin Willhite and the named executive officer compensation vote, including withheld, against, abstention, and broker non-vote totals.