Business Context and Reporting Period
FIGS, Inc. filed this Form 8-K to report the results of its 2022 annual meeting of stockholders, held exclusively online on June 8, 2022. The voting record date was April 13, 2022. The report was signed and filed on June 14, 2022.
Meeting and Voting Results
Holders of Class A common stock had one vote per share, while holders of Class B common stock had 20 votes per share. Shares present online or represented by proxy totaled 140,610,973 Class A shares and 6,196,339 Class B shares, representing approximately 93.7% of combined voting power and constituting a quorum.
| Proposal | Result |
|---|---|
| Election of Catherine Spear as Class I director | Elected; term runs until the 2025 annual meeting |
| Election of Sheila Antrum as Class I director | Elected; term runs until the 2025 annual meeting |
| Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2022 | Ratified |
Vote Detail
| Director Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Catherine Spear | 234,433,370 | 19,380,185 | 10,724,199 |
| Sheila Antrum | 229,284,447 | 24,529,108 | 10,724,199 |
| Auditor Ratification | Votes |
|---|---|
| For | 264,395,585 |
| Against | 76,585 |
| Abstained | 65,584 |
| Broker Non-Votes | 0 |
Financial Metrics and Material Changes
This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, guidance, or other operating or financial metrics. It does not report a material change in the Company’s financial condition or results of operations.
Outlook, Risks, and Unusual Items
The filing contains no management outlook, guidance, contingencies, unusual financial items, or new risk disclosures. The principal governance matter is the continuation of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2022.
Important Facts for Investors to Verify
- Confirm that Catherine Spear and Sheila Antrum were elected as Class I directors for terms extending through the 2025 annual meeting.
- Review the Company’s proxy statement filed April 26, 2022 for detailed information about the proposals and director nominees.
- Note the dual-class voting structure, including 20 votes per Class B share, and the approximately 93.7% voting-power participation.
- Confirm Ernst & Young LLP’s ratification as FIGS’s independent registered public accounting firm for fiscal 2022.
- Use the Company’s periodic reports for financial results and outlook, which are not included in this 8-K.