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): ~~May~~June 84, 2025

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 25.0207. ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~May 8~~June 4, 2025, FIGS, Inc. (the “Company”) ~~announced~~held its ~~financial~~2025 ~~results~~annual ~~for~~meeting of stockholders (the ~~three~~“Meeting”) ~~months~~via ~~ended~~live ~~March 31~~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 9, 2025 (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. ~~The~~A ~~full~~total ~~text~~of 138,459,741 shares of the ~~press~~Company’s ~~release~~Class ~~issued~~A incommon ~~connection~~stock ~~with~~and 8,283,641 shares of the ~~announcement~~Company’s isClass ~~furnished~~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 95.07% of the combined voting power of the Company’s Class A and Class B common stock as ~~Exhibit~~of 99the Record Date.1 toThe ~~this~~following ~~Current~~are ~~Report~~the onvoting ~~Form~~results ~~8-K~~for ~~(this~~the ~~“Report”)~~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 24, 2025.

~~Item~~Proposal ~~7.01~~1—Election ~~Regulation~~of FDthree ~~Disclosure~~(3) Class I directors to hold office until the annual meeting of stockholders to be held in 2028 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation or removal.

On May 8, 2025, the Company posted a financial highlights presentation to the “Investor Relations” portion of its website at ir.wearfigs.com/financials/quarterly-results.


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Catherine Spear	264,982,531	23,575,741	15,574,289
Sheila Antrum	272,750,379	15,807,893	15,574,289
Mario Marte	283,709,491	4,848,781	15,574,289

~~The~~Based ~~information~~on inthe ~~Items~~foregoing ~~2.02~~votes, ~~and~~each ~~7.01~~ of ~~this~~Catherine ~~Report~~Spear, ~~(including~~Sheila ~~Exhibit~~Antrum ~~99.1~~and ~~attached~~Mario ~~hereto)~~Marte ~~shall~~was ~~not~~elected beto ~~deemed~~serve ~~“filed”~~as ~~for~~a ~~purposes~~director ofuntil ~~Section 18 of~~ the ~~Securities~~2028 ~~Exchange~~annual ~~Act~~meeting of ~~1934,~~stockholders asand ~~amended~~until ~~(the~~his ~~“Exchange Act”),~~ or ~~otherwise~~her ~~subject~~successor tohas ~~the~~been ~~liabilities~~duly ofelected ~~that~~and ~~section,~~qualified ~~nor~~or ~~shall~~until ithis beor ~~deemed~~her ~~incorporated~~earlier ~~by reference in any filing under the Securities Act of 1933~~death, asresignation ~~amended,~~ or ~~the Exchange Act, except as expressly provided by specific reference in such a filing~~removal.

~~Item~~Proposal ~~9.01~~2—Ratification ~~Financial~~of ~~Statements~~the ~~and~~appointment ~~Exhibits~~of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

(d) Exhibits


Votes For	Votes Against	Votes Abstained
303,225,953	727,395	179,213

Exhibit No.			Description
99.1*			Press Release of the Company, dated May 8, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)
*			This exhibit related to Item 2.02 shall be deemed to be furnished, and not filed.

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, 2025.

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
280,851,544	6,295,421	1,411,307	15,574,289

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, 2025.

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:	~~May~~June 89, 2025	By:	/s/ ~~Sarah~~Todd ~~Oughtred~~Maron
		Name:	~~Sarah~~Todd ~~Oughtred~~Maron
		Title:	Chief ~~Financial~~Legal Officer

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