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  4. [8-K] Figma, Inc. Reports Material Event

Figma (NYSE: FIG) re-elects board and ratifies Ernst & Young as auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Figma, Inc. reported the results of its 2026 annual meeting of stockholders held on June 2, 2026. Holders of Class A common stock were entitled to one vote per share as of the April 7, 2026 record date, while Class B common stock carried fifteen votes per share, with both classes voting together on all items.

Stockholders elected eight directors, including Dylan Field and Luis von Ahn, with votes for each nominee generally exceeding 1.44 billion and broker non-votes of 71,179,909 for each. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 1,534,306,843 votes for, 1,044,457 against, and 303,772 abstentions.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Dylan Field 1,451,125,084 votes Election of directors, Proposal 1
Votes for Luis von Ahn 1,462,482,960 votes Election of directors, Proposal 1
Broker non-votes on directors 71,179,909 votes Each director nominee, Proposal 1
Auditor ratification votes for 1,534,306,843 votes Ratification of Ernst & Young LLP, Proposal 2
Auditor ratification votes against 1,044,457 votes Ratification of Ernst & Young LLP, Proposal 2
Auditor ratification abstentions 303,772 votes Ratification of Ernst & Young LLP, Proposal 2
broker non-votes financial
"Nominee | Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Class B common stock financial
"holders of the Company’s Class B common stock were entitled to fifteen votes for each share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Record Date financial
"as of the close of business on April 7, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
0001579878False760 Market Street, Floor 10San FranciscoCalifornia00015798782026-06-022026-06-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 2, 2026
_________________________________________________________________________________________
FIGMA, INC.
(Exact name of registrant as specified in its charter)
_________________________________________________________________________________________
Delaware001-4276146-2843087
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
760 Market Street, Floor 10
San Francisco, California
94102
(Address of Principal Executive Offices)(Zip Code)
(415) 890-5404
(Registrant’s telephone number, including area code)
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 classTrading
Symbol(s)		Name of each exchange
on which registered
Class A Common Stock, par value $0.00001 per shareFIGThe New York Stock Exchange
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 June 2, 2026, Figma, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The Company’s stockholders voted on two proposals at the Annual Meeting, each of which is described below as well as more fully in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2026. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on April 7, 2026 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to fifteen votes for each share held as of the close of business on the Record Date. The Class A common stock and Class B common stock voted as a single class on all matters at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
1.To elect Dylan Field, Kelly A. Kramer, John Lilly, William R. McDermott, Andrew Reed, Danny Rimer, Lynn Vojvodich Radakovich, and Luis von Ahn to serve until the Company’s 2027 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal.
2.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
The final voting results for each of these proposals are as follows:
Proposal 1: Election of Directors.
NomineeVotes ForVotes WithheldBroker Non-Votes
Dylan Field1,451,125,08413,350,07971,179,909
Kelly A. Kramer1,461,710,7372,764,42671,179,909
John Lilly1,441,654,78622,820,37771,179,909
William R. McDermott1,446,140,18518,334,97871,179,909
Andrew Reed1,451,713,52512,761,63871,179,909
Danny Rimer1,441,267,39223,207,77171,179,909
Lynn Vojvodich Radakovich1,451,702,37012,772,79371,179,909
Luis von Ahn1,462,482,9601,992,20371,179,909
Each of the eight nominees for director was elected to serve until the Company’s 2027 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
1,534,306,8431,044,457303,7720
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Figma, Inc.
Date: June 4, 2026
By:/s/ Brendan Mulligan
Brendan Mulligan
General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Figma (FIG) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing eight directors and ratifying Ernst & Young LLP as Figma’s independent registered public accounting firm for the year ending December 31, 2026. Both proposals were approved by stockholders voting as a single class.

Were Figma (FIG) director nominees elected at the 2026 annual meeting?

All eight director nominees, including Dylan Field and Luis von Ahn, were elected to serve until the 2027 annual meeting. Each nominee received over 1.44 billion votes for, with additional broker non-votes reported for each director position.

How did Figma (FIG) stockholders vote on the Ernst & Young LLP auditor ratification?

Stockholders ratified Ernst & Young LLP as Figma’s independent registered public accounting firm for 2026 with 1,534,306,843 votes for, 1,044,457 against, and 303,772 abstentions. There were no broker non-votes on this proposal.

How are voting rights structured for Figma (FIG) Class A and Class B shares?

At the 2026 meeting, each share of Class A common stock carried one vote, while each share of Class B common stock carried fifteen votes, both as of the April 7, 2026 record date. The two classes voted together as a single class on all matters.

When was the record date for Figma (FIG) 2026 annual meeting voting eligibility?

The record date was April 7, 2026. Holders of Figma’s Class A and Class B common stock as of the close of business on that date were entitled to vote at the June 2, 2026 annual meeting.

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