Funko Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Diane Irvine, Jesse Jacobs and Sarah Kirshbaum Levy as Class III directors to serve until the 2029 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as Funko’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on the Compensation of Our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (the say-on-pay vote).

   More detail

   This management proposal requests a non-binding advisory ("say-on-pay") approval of the Company’s disclosed named executive officer compensation. The Board asks shareholders to endorse its overall compensation philosophy, which emphasizes performance-aligned pay through a mix of base salary, annual cash incentives tied to company metrics (including Net Sales and Adjusted EBITDA with an EBITDA gate), and equity-based long-term incentives (RSUs, stock options and, for the CEO, performance-based RSUs with stock-price hurdles). Management seeks approval to confirm that its approach—using equity to emphasize retention and long-term alignment, engaging an independent compensation consultant, and maintaining governance features like clawbacks and stock ownership guidelines—is consistent with shareholder expectations. Notably, the Compensation Committee did not pay company-wide 2025 cash bonuses because the Adjusted EBITDA gate was not achieved, while certain individual awards and CEO sign-on grants (including PSUs/RSUs with $8 and $20 stock-price hurdles and sizable sign-on RSUs) increase focus on long-term stock performance. The advisory vote is non-binding, but the Board and Compensation Committee state they will consider stockholder feedback and prior vote outcomes (the 2025 say-on-pay received over 95% support) when making future compensation decisions. Potential investor concerns stem from the magnitude and structure of CEO sign-on awards and the interplay between short-term metric gating (which produced 0% payouts in 2025) and significant equity grants; the Board’s public rationale centers on retention, alignment of management incentives with shareholder value, and use of market benchmarking. Given the corporate governance context disclosed elsewhere in the proxy (including prior internal control disclosures and an auditor transition), investors may evaluate this proposal in light of both pay design and overall governance and controls. The Board’s recommendation to vote FOR rests on the view that the compensation program aligns executives’ interests with long-term shareholder value while incorporating governance safeguards and independent advice.

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When is the Funko Inc 2026 annual meeting?

Funko Inc (FNKO) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

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

The record date for the Funko Inc 2026 meeting is Friday, April 10, 2026. Shareholders of record on or before that date are eligible to vote.

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

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

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

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