DEF: FIGS, Inc. Schedules 2026 Annual Meeting of Stockholders

FIGS, Inc. announced its 2026 Annual Meeting of Stockholders will be held virtually on June 3, 2026, to elect directors, ratify auditors, and vote on executive compensation.

Summary

• FIGS, Inc. is holding its 2026 Annual Meeting of Stockholders on June 3, 2026, at 1:30 p.m. Pacific time.
• The meeting will be conducted virtually via live webcast.
• Key proposals include the election of three Class II Directors: Heather Hasson, Kenneth Lin, and Melanie Whelan.
• Stockholders will also vote on ratifying the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.
• An advisory (non-binding) vote on the compensation of named executive officers (Say-on-Pay) will also take place.
• The Record Date for determining stockholders entitled to vote is April 8, 2026.
• As of the Record Date, there were 158,761,109 shares of Class A common stock and 8,283,641 shares of Class B common stock outstanding.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as generally positive, focusing on standard corporate governance procedures, director elections, and executive compensation, with strong reported employee engagement and financial performance in 2025. The controlled company status and staggered board are noted as potential governance concerns.

Positives

• The company is holding its annual meeting to ensure continued governance and stockholder engagement.
• The election of directors aims to maintain experienced leadership on the board.
• The ratification of Ernst & Young LLP suggests continued confidence in their auditing services.
• The advisory vote on executive compensation allows stockholders to voice their opinions on pay practices.
• The company highlights strong employee engagement with a score of 81%, exceeding the national average.
• 96% of team members are proud to work at FIGS, and 92% feel aligned with the company's mission and values.
• FIGS has donated over one million scrubs through its 'Threads for Threads' initiative.
• In 2025, the company donated $700,000 to various causes supporting healthcare professionals.

Negatives

• The company is a controlled company due to the Voting Agreement, meaning stockholders may not have the same protections as those in companies subject to all NYSE corporate governance requirements.
• The staggered board structure may delay or prevent a change in management or control.

Risks

• The division of the Board into three classes with staggered three-year terms may delay or prevent a change of management or a change in control of the Company.
• As a controlled company, stockholders may not have the same protections afforded to stockholders of companies subject to all NYSE corporate governance requirements.
• Forward-looking statements are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied.

Future Outlook

The company's next advisory vote on executive compensation is expected at the 2027 Annual Meeting of Stockholders. The company plans to continue its investor outreach program and periodically review its corporate governance practices. Forward-looking statements in the proxy statement address future operations, plans, and objectives.

Management Comments

• "Thank you for your support."
• "We believe that hosting virtual meetings is in the best interest of the Company and its stockholders. A virtual meeting enables increased stockholder attendance and participation because stockholders can participate from any location around the world."
• "We believe that the separation of the Chairperson of the Board and Chief Executive Officer positions is appropriate at this time and suits the talents, expertise and experience that each of Ms. Hasson and Ms. Spear bring to the Company."
• "We believe that our executive compensation program has been reasonable and competitive, and has appropriately balanced the goals of attracting, motivating, rewarding and retaining executives while directly aligning their interests with those of our stockholders."
• "We are proud of our engagement index score of 81%, which is above the national average of organizations benchmarked, with 66% participation."

Industry Context

StockSavvy.ai notes that FIGS, as a direct-to-consumer apparel company focused on healthcare professionals, operates in a niche but growing market. The company's emphasis on community, corporate responsibility, and employee engagement, as detailed in this proxy statement, aligns with broader trends in consumer brands building loyalty through purpose-driven initiatives and strong internal culture.

Comparison to Industry Standards

• FIGS' employee engagement score of 81% is noted as being above the national average of organizations benchmarked (66% participation).
• The company's executive compensation peer group includes companies like Boot Barn Holdings, Inc., Canada Goose Holdings Inc., Etsy, Inc., Revolve Group, Inc., Stitch Fix, Inc., and Warby Parker Inc., indicating a focus on apparel and direct-to-consumer retail businesses of similar scale and operational models.
• As of October 2024, FIGS was at the 7th percentile for revenues, 36th percentile for 30-day average market cap, 33rd percentile for EBITDA, and 64th percentile for one-year revenue growth compared to its peer group.

Corporate Governance

Related Party Transactions

• License Agreement with OOG, Inc. (March 12, 2025): FIGS licensed approximately 2,200 sq ft of office space to OOG for nominal consideration. Heather Hasson is CEO of OOG, and Catherine Spear is on OOG's board.
• Stockholders Agreement with Baron Capital Group (February 26, 2025): Governs securities ownership, transfer, and voting rights for Baron, a significant Class A stockholder.
• Purchase Order Agreement with BAMCO (November 5, 2025): BAMCO purchased approximately $0.9 million of FIGS products for BCG's annual conference. Affiliates of BCG also purchased approximately $0.2 million of products from January 1, 2025, to the filing date.
• Voting Agreement: Continues to govern voting for directors by Heather Hasson and Catherine Spear.
• Exchange Transactions: Equity awards granted prior to the IPO can be exchanged for Class B common stock by Ms. Hasson and Ms. Spear.

Stakeholder Impact

• Shareholders: Will vote on director elections, auditor ratification, and executive compensation. The controlled company status and staggered board may impact their governance protections and influence.
• Employees: The company highlights strong employee engagement and culture initiatives, with a 2025 employee engagement score of 81%.
• Management: Executive compensation is detailed, with significant equity awards and performance-based bonuses tied to company results.
• Auditors: Ernst & Young LLP is proposed for ratification for fiscal year 2026, continuing a relationship from fiscal year 2025.

Next Steps

• Hold the 2026 Annual Meeting of Stockholders on June 3, 2026.
• Elect Class II Directors.
• Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm.
• Approve, on an advisory basis, the compensation of named executive officers.
• Continue investor outreach program.
• Periodically review corporate governance practices.
• File final voting results in a Current Report on Form 8-K after the Annual Meeting.

Key Dates

Recommendation

This filing is primarily procedural, detailing the upcoming annual meeting agenda and related governance matters. While it reports strong 2025 financial performance and high employee engagement, it does not contain new strategic information or significant operational updates that would warrant a change in investment recommendation. The controlled company status and staggered board are ongoing governance considerations.

Keywords

FIGS, Annual Meeting, Proxy Statement, Stockholders, Directors, Executive Compensation, Independent Auditor, Corporate Governance, Virtual Meeting, SEC Filing