FIGS, Inc. 8-K Summary
Business context and reporting period
FIGS, Inc. filed this Current Report on Form 8-K on June 8, 2023, regarding its annual meeting of stockholders held online on June 7, 2023. The voting record date was April 12, 2023. Approximately 95% of the combined voting power of the Class A and Class B common stock was present or represented by proxy, constituting a quorum.
Meeting results
| Proposal | Result |
|---|---|
| Election of Heather Hasson, Kenneth Lin, and Michael Soenen as Class II directors | All three elected to serve until the 2026 annual meeting |
| Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2023 | Approved |
| Advisory approval of named executive officer compensation | Approved |
| Frequency of future advisory compensation votes | One year approved; FIGS will hold the advisory vote annually |
Voting detail
| Proposal | Votes for | Votes against/withheld | Abstained | Broker non-votes |
|---|---|---|---|---|
| Heather Hasson | 266,311,234 | 13,384,590 withheld | — | 13,873,049 |
| Kenneth Lin | 268,560,792 | 11,135,032 withheld | — | 13,873,049 |
| Michael Soenen | 260,426,115 | 19,269,709 withheld | — | 13,873,049 |
| Auditor ratification | 292,892,471 | 123,271 | 553,131 | N/A |
| Executive compensation | 233,938,372 | 45,135,595 | 621,857 | 13,873,049 |
| Vote frequency: one year | 279,105,437 | — | 322,181 | 13,873,049 |
| Vote frequency: two years | 60,909 | — | — | — |
| Vote frequency: three years | 322,181 | — | — | — |
Financial metrics and material changes
This filing concerns stockholder voting matters and does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or operating results. It does not report a material financial change versus a prior comparable period.
Management commentary, risks, and unusual items
The filing does not include substantive management commentary, business outlook, contingencies, or unusual financial items. The annual advisory vote on executive compensation will occur each year until stockholders next vote on the frequency of such votes.
Important facts for investors to verify
- Confirm the continued service of the three elected Class II directors through the 2026 annual meeting, subject to earlier departure.
- Review the company’s proxy statement for details supporting the director, compensation, and auditor proposals.
- Note the substantial Class B voting rights: Class A shares carry one vote per share, while Class B shares carry twenty votes per share.
- Assess the level of opposition to executive compensation, with 45,135,595 votes cast against the advisory proposal.
- Review subsequent filings for any changes in board composition, auditor status, executive compensation, or annual vote frequency.