Affirm Holdings (NASDAQ: AFRM) 2025 meeting approves directors, auditor and executive pay

Rhea-AI Filing Summary

Affirm Holdings, Inc. reported the results of its 2025 annual meeting of stockholders held on December 15, 2025. Stockholders representing 93.4% of the combined voting power of Class A and Class B shares were present in person or by proxy, establishing a quorum.

All three proposals passed. Three Class II directors — Richard Galanti, Christa S. Quarles, and Manolo Sánchez — were elected to serve until the 2028 annual meeting. Stockholders also ratified the selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026.

In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers as described in the proxy statement, indicating support for the current executive pay program.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 15, 2025

Affirm Holdings, Inc.

(Exact name of registrant as specified in charter)

Nevada

001-39888

84-2224323

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

650 California Street
San Francisco, California						94108
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (415) 960-1518

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:			Trading symbol(s)			Name of exchange on which registered
Class A common stock, $0.00001 par value			AFRM			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 15, 2025, Affirm Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following three proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 24, 2025 (the “Proxy Statement”):

1.To elect three Class II directors, each to hold office until the Company’s 2028 annual meeting of stockholders and until such director’s successor has been duly elected and qualified or until such director’s earlier death, resignation or removal;

2.To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026; and

3.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

Holders of the Company’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), were entitled to one vote on each proposal for each share held as of the close of business on October 17, 2025 (the “Record Date”), and holders of the Company’s Class B common stock, par value $0.00001 per share (the “Class B Common Stock”), were entitled to fifteen votes on each proposal for each share held as of the close of business on the Record Date. The Class A Common Stock and the Class B Common Stock voted as a single class on all matters.

At the beginning of the Annual Meeting, present in person or by proxy were holders of Class A Common Stock and Class B Common Stock together representing 93.4% of the combined voting power of all issued and outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote at the Annual Meeting, constituting a quorum.

The final voting results for each of these proposals are detailed below.

1.Election of Directors

Nominee						Votes For						Votes Against						Abstentions						Broker Non-Votes
Richard Galanti						814,247,833						615,623						272,954						25,547,720
Christa S. Quarles						781,897,183						32,662,183						577,042						25,547,722
Manolo Sánchez						794,371,951						20,492,632						271,826						25,547,721

Each director nominee was duly elected as a Class II director to serve until the Company’s 2028 annual meeting of stockholders and until such director’s successor has been duly elected and qualified or until such director’s earlier death, resignation or removal.

2.Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For						Votes Against						Abstentions						Broker Non-Votes
840,183,911						178,650						321,569						—

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2026.

3.Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

Votes For						Votes Against						Abstentions						Broker Non-Votes
788,648,936						26,198,909						288,774						25,547,511

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						AFFIRM HOLDINGS, INC.
			By:			/s/ Rob O'Hare
						Name: Rob O'Hare
						Title: Chief Financial Officer

Date: December 18, 2025

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FAQ

What did Affirm Holdings (AFRM) stockholders vote on at the 2025 annual meeting?

Stockholders voted on three items: electing three Class II directors to serve until the 2028 annual meeting, ratifying Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026, and approving, on a non-binding advisory basis, the compensation of the company’s named executive officers.

Were the director nominees elected at Affirm Holdings' 2025 annual meeting?

Yes. All three Class II director nominees — Richard Galanti, Christa S. Quarles, and Manolo Sánchez — were duly elected to serve until the 2028 annual meeting of stockholders and until their successors are elected and qualified or earlier death, resignation, or removal.

Did Affirm Holdings (AFRM) stockholders ratify Deloitte & Touche LLP as auditor?

Yes. Stockholders ratified the appointment of Deloitte & Touche LLP as Affirm Holdings, Inc.’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with 840,183,911 votes for, 178,650 against, and 321,569 abstentions.

How did Affirm Holdings stockholders vote on executive compensation in 2025?

Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 788,648,936 votes for, 26,198,909 votes against, 288,774 abstentions, and 25,547,511 broker non-votes.

What level of shareholder participation did Affirm Holdings (AFRM) have at the 2025 annual meeting?

At the beginning of the meeting, holders of Class A and Class B common stock representing 93.4% of the combined voting power of all shares entitled to vote were present in person or by proxy, satisfying the quorum requirement.

How do voting rights differ between Affirm Holdings' Class A and Class B common stock?

Holders of Class A common stock were entitled to one vote per share on each proposal as of the October 17, 2025 record date, while holders of Class B common stock were entitled to fifteen votes per share. Both classes voted together as a single class on all matters.