DEF: Funko, Inc. Announces Details for 2025 Annual Stockholders Meeting

Funko, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 12, 2025, to vote on director elections, auditor ratification, and executive compensation.

Summary

• Funko, Inc. will hold its Annual Meeting of Stockholders virtually on June 12, 2025, at 9:00 a.m. Pacific Time.
• Stockholders of record as of April 28, 2025, are entitled to vote.
• The meeting will address the election of Trevor Edwards, Michael Lunsford, and Cynthia Williams as Class II Directors, the ratification of PricewaterhouseCoopers LLP as the independent accounting firm, and an advisory vote on executive compensation.
• The board recommends voting for the director nominees, the ratification of PwC, and the approval of executive compensation.
• At the close of business on April 28, 2025, there were 54,283,715 shares of Class A common stock and 647,833 shares of Class B common stock outstanding and entitled to vote at the Annual Meeting, representing 98.8% and 1.2% combined voting power of our Common Stock, respectively.

Sentiment

Score: 7

Explanation: The document is neutral in tone, providing factual information about the upcoming Annual Meeting and proposals to be voted on. It reflects standard corporate governance practices.

Positives

• The virtual format of the Annual Meeting enables increased stockholder attendance and participation.
• Stockholders have multiple options for voting, including phone, internet, and mail.
• The board is actively seeking stockholder input on executive compensation through an advisory vote.
• The company has stock ownership guidelines in place for executive officers and non-employee members of the Board.
• The company maintains a clawback policy that provides for the recoupment of certain compensation in certain events.

Negatives

• The division of the Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company.
• Our directors may be removed only for cause, at a meeting called for that purpose.

Risks

• The Stockholders Agreement with TCG allows TCG to significantly influence the election of directors.
• The Tax Receivable Agreement could require significant payments to Continuing Equity Owners.
• The company reported material weaknesses in its internal control over financial reporting during 2022 and 2023.

Future Outlook

The document outlines proposals for the upcoming Annual Meeting, including the election of directors and the ratification of the accounting firm, but does not provide specific forward-looking financial guidance.

Management Comments

• Cynthia Williams, Chief Executive Officer, encourages stockholders to vote and submit their proxy.
• Tracy D. Daw, Chief Legal Officer and Secretary, provides notice of the Annual Meeting.

Industry Context

The document is a standard proxy statement, providing information to stockholders in advance of the annual meeting, which is a common practice for publicly traded companies.

Comparison to Industry Standards

• The structure and content of this proxy statement are consistent with industry standards for publicly traded companies in the United States.
• The proposals to be voted on, such as director elections and auditor ratification, are typical agenda items for annual stockholder meetings.
• The disclosure of executive compensation and related party transactions aligns with SEC regulations and best practices in corporate governance.
• The inclusion of a say-on-pay proposal is a common practice among publicly traded companies, allowing stockholders to express their views on executive compensation.

Management Changes

Corporate Governance

Related Party Transactions

• The Tax Receivable Agreement requires payments to Continuing Equity Owners based on realized tax benefits.
• The FAH LLC Agreement governs the redemption of common units for Class A common stock or cash.
• The Stockholders Agreement with TCG grants TCG certain rights regarding board representation and approval of certain transactions.

Stakeholder Impact

• Stockholders have the opportunity to vote on key decisions affecting the company's governance and direction.
• Executive compensation decisions impact the alignment of management's interests with those of stockholders.
• The choice of independent auditor affects the credibility and reliability of the company's financial statements.

Next Steps

• Stockholders are encouraged to review the proxy statement and vote on the proposals.
• The company will hold the Annual Meeting on June 12, 2025, and announce the voting results.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Directors, Executive Compensation, PricewaterhouseCoopers, Voting, Funko