Figs Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Heather Hasson, Kenneth Lin and Melanie Whelan as Class II directors to serve until the 2029 Annual Meeting of Stockholders.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers ("Say-on-Pay Vote

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion & Analysis and compensation tables.

   More detail

   This advisory Say-on-Pay proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy, including the Compensation Discussion & Analysis and compensation tables. Management seeks this approval to validate its compensation philosophy and practices and to obtain shareholder feedback for future compensation decisions; the Compensation Committee explicitly states it will consider the vote outcome in setting future pay. The 2025 compensation program featured a mix of fixed salary, performance-based cash incentives (with net revenues and adjusted EBITDA margin as primary metrics), significant RSU grants to senior executives including the CEO and Executive Chairman, and a one-time special $500,000 bonus to the CEO. The filing also discloses a July 2025 option repricing for certain underwater, fully vested options for the CEO and Executive Chairman that were restructured with new exercise prices and re-vested schedules — a governance-sensitive action that could draw shareholder scrutiny despite being intended for retention. The Board frames its recommendation around sustained company performance in 2025 (strong revenue growth, improved profitability and cash generation) and governance safeguards such as engagement with an independent compensation consultant, clawback policy, and use of equity to align long-term interests with stockholders. As an advisory vote, the proposal is not binding, but a negative outcome would likely prompt the Compensation Committee to reassess pay practices and engage with investors; conversely, strong support would endorse the Committee’s approach. Given the Company’s status as a controlled company and certain notable compensation actions (repricing and large RSU grants), investor reaction may hinge on perceptions of alignment, transparency, and whether pay decisions reflect sustained performance and appropriate governance oversight. Overall, the vote provides a temperature check on stockholder acceptance of recent pay decisions and management’s stated pay-for-performance philosophy, while giving the Board a non-binding signal to guide future compensation design and governance choices.

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When is the Figs Inc 2026 annual meeting?

Figs Inc (FIGS) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Figs Inc 2026 meeting?

The record date for the Figs Inc 2026 meeting is Wednesday, April 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Figs Inc's 2026 meeting?

The board is presenting 3 director nominees at the Figs Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Figs Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Figs Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.