FIGS, Inc. 8-K

What Happened
FIGS, Inc. announced the results of its 2026 annual meeting held by webcast on June 3, 2026 (record date April 8, 2026). A quorum was present representing approximately 93.29% of combined voting power. Stockholders elected three Class II directors (Heather Hasson, Kenneth Lin and Melanie Whelan) to terms expiring at the 2029 annual meeting, ratified Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026, and approved the company’s named executive officer compensation on an advisory (non-binding) basis.

Key Details

• Quorum: 137,001,306 shares of Class A and 8,283,641 shares of Class B present or represented by proxy (≈93.29% of combined voting power).
• Director elections (terms until 2029):
  • Heather Hasson: 275,934,138 votes for; 12,622,280 withheld; 14,117,708 broker non-votes.
  • Kenneth Lin: 279,648,260 votes for; 8,908,158 withheld; 14,117,708 broker non-votes.
  • Melanie Whelan: 250,430,479 votes for; 38,125,939 withheld; 14,117,708 broker non-votes.
• Auditor ratification: Ernst & Young LLP ratified — 302,472,060 votes for; 83,484 against; 118,582 abstained.
• Advisory approval of executive compensation: 241,013,864 for; 46,312,879 against; 1,229,675 abstained; 14,117,708 broker non-votes.

Why It Matters
These outcomes confirm the board composition through 2029 and maintain continuity with Ernst & Young as auditor for 2026. The advisory “say-on-pay” vote passed, indicating majority stockholder support for executive compensation policies (though non-binding). Investors should note the vote margins and broker non-votes, which reflect shareholder engagement levels and may be relevant for governance considerations.