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FIGS (NYSE: FIGS) 2026 meeting approves directors, auditor and executive pay

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

Rhea-AI Filing Summary

FIGS, Inc. reported the results of its 2026 annual meeting of stockholders held via live webcast. Class A stockholders had one vote per share and Class B stockholders had twenty votes per share, with shares present representing about 93.29% of combined voting power, establishing a quorum.

Stockholders elected Heather Hasson (275,934,138 votes for), Kenneth Lin (279,648,260 votes for) and Melanie Whelan (250,430,479 votes for) as Class II directors until the 2029 annual meeting. They also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 302,472,060 votes for.

On an advisory, non-binding basis, stockholders approved the compensation of the company’s named executive officers, with 241,013,864 votes for, 46,312,879 against and 1,229,675 abstentions, along with 14,117,708 broker non-votes.

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.
Quorum voting power 93.29% combined voting power 2026 annual meeting participation as of record date
Class A shares present 137,001,306 shares Class A common stock present or by proxy at meeting
Class B shares present 8,283,641 shares Class B common stock present or by proxy at meeting
Votes for Hasson 275,934,138 votes Election of director Heather Hasson, Proposal 1
Votes for Lin 279,648,260 votes Election of director Kenneth Lin, Proposal 1
Votes for Whelan 250,430,479 votes Election of director Melanie Whelan, Proposal 1
Votes for auditor 302,472,060 votes Ratification of Ernst & Young LLP for 2026, Proposal 2
Votes for say-on-pay 241,013,864 votes Advisory approval of executive compensation, Proposal 3
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.
advisory (non-binding) basis financial
"Approval, on an advisory (non-binding) basis, of the compensation"
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the fiscal year"
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.
record date financial
"per share held as of the close of business on April 8, 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.
quorum financial
"were present at the Meeting online or represented by proxy, which constituted a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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Understanding 8-K Material Events →
0001846576FALSE00018465762026-06-032026-06-03

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 3, 2026

FIGS, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware001-4044846-2005653
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
2834 Colorado Avenue, Suite 400
 
Santa Monica, California
 90404
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (424) 300-8330
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, $0.0001 par value per shareFIGSNew 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 3, 2026, FIGS, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Meeting”) via live webcast. Holders of the Company’s Class A common stock were entitled to one vote per share held as of the close of business on April 8, 2026 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to twenty votes per share held as of the Record Date. A total of 137,001,306 shares of the Company’s Class A common stock and 8,283,641 shares of the Company’s Class B common stock were present at the Meeting online or represented by proxy, which constituted a quorum for the transaction of business and represented approximately 93.29% of the combined voting power of the Company’s Class A and Class B common stock as of the Record Date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2026.

Proposal 1—Election of three (3) Class II directors to hold office until the annual meeting of stockholders to be held in 2029 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation or removal.

NomineeVotes ForVotes WithheldBroker Non-Votes
Heather Hasson275,934,13812,622,28014,117,708
Kenneth Lin279,648,2608,908,15814,117,708
Melanie Whelan250,430,47938,125,93914,117,708
Based on the foregoing votes, each of Heather Hasson, Kenneth Lin and Melanie Whelan was elected to serve as a director until the 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal.

Proposal 2—Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes ForVotes AgainstVotes Abstained
302,472,06083,484118,582

Based on the foregoing votes, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal 3—Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
241,013,86446,312,8791,229,67514,117,708
Based on the forgoing votes, the stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.




SIGNATURES
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.
  FIGS, INC. 
Date:June 8, 2026By: /s/ Todd Maron
  Name:Todd Maron
  Title:Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

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

Stockholders voted on three key items: electing three Class II directors, ratifying Ernst & Young LLP as independent auditor for 2026, and approving on an advisory basis the compensation of named executive officers. All three proposals received sufficient support to pass.

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

Yes, all three director nominees were elected. Heather Hasson, Kenneth Lin and Melanie Whelan were elected as Class II directors, to serve until the 2029 annual meeting and until their successors are duly elected and qualified or they earlier leave the board.

Did FIGS (FIGS) stockholders ratify Ernst & Young as the 2026 auditor?

Yes, the auditor ratification was approved. Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 302,472,060 votes for, 83,484 against and 118,582 abstentions, indicating strong support for continuing the engagement.

How did FIGS (FIGS) stockholders vote on executive compensation in 2026?

Executive compensation received advisory stockholder approval. The say-on-pay proposal gained 241,013,864 votes for, 46,312,879 against and 1,229,675 abstentions, with 14,117,708 broker non-votes. This non-binding vote reflects overall support for the company’s named executive officer pay program.

What level of voting power was present at FIGS (FIGS) 2026 annual meeting?

The meeting had a high level of participation. A total of 137,001,306 Class A shares and 8,283,641 Class B shares were present or represented by proxy, accounting for approximately 93.29% of the combined voting power as of the record date, constituting a quorum.

How are votes allocated between FIGS (FIGS) Class A and Class B shares?

Class A and Class B shares carry different voting power. Holders of Class A common stock are entitled to one vote per share, while holders of Class B common stock are entitled to twenty votes per share, as of the specified record date for the meeting.

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