figs-20230607

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 7, 2023

FIGS, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40448

46-2005653

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2834 Colorado Avenue, Suite 100

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 class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

FIGS

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 7, 2023, FIGS, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Meeting”) exclusively online 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 12, 2023 (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 143,928,592 shares of the Company’s Class A common stock and 7,482,014 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 95% 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 25, 2023.

Proposal 1—Election of three (3) Class II directors to hold office until the annual meeting of stockholders to be held in 2026 and until each such director's respective successor is duly elected and qualified or until each such director’s earlier death, resignation or removal.


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Heather Hasson	266,311,234	13,384,590	13,873,049
Kenneth Lin	268,560,792	11,135,032	13,873,049
Michael Soenen	260,426,115	19,269,709	13,873,049

Based on the foregoing votes, each of Heather Hasson, Kenneth Lin and Michael Soenen was elected to serve as a director until the 2026 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, 2023.


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
292,892,471	123,271	553,131	N/A

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, 2023.

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


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
233,938,372	45,135,595	621,857	13,873,049

Based on the forgoing votes, the stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2022.

Proposal 4—Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of our named executive officers.


One Year	Two Years	Three Years	Votes Abstained	Broker Non-Votes
279,105,437	60,909	322,181	207,297	13,873,049

Based on the foregoing votes, the stockholders approved “One Year” as the frequency of future stockholder advisory votes on the compensation of our named executive officers. In light of this result, which is consistent with the Board of Directors' recommendation, the Company has determined to hold an advisory (non-binding) vote on the compensation of our named executive officers each year until such time as the next advisory (non-binding) vote regarding the frequency of advisory (non-binding) votes on the compensation of our named executive officers is submitted to the Company’s stockholders.

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, 2023	By:	/s/ Todd Maron
		Name:	Todd Maron
		Title:	Chief Legal Officer