Form 8-K - Current report

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): December 16, 2024

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Melanie Whelan

On December 18, 2024, the board of directors (the “Board”) of FIGS, Inc. (the “Company”) appointed Melanie Whelan to serve as a member of the Board, effective January 1, 2025 (the “Effective Date”). Ms. Whelan will serve as a Class II director with a term expiring at the 2026 annual meeting of stockholders and until her successor is elected and qualified or her earlier death, disqualification, resignation or removal. The Board also appointed Ms. Whelan to serve as chairperson of the Compensation Committee of the Board (the “Compensation Committee”) and as a member of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), in each case effective as of the Effective Date. As of the Effective Date, the Compensation Committee will consist of Melanie Whelan (Chair), Jeffrey Wilke and J. Martin Willhite and the Nominating Committee will consist of J. Martin Willhite (Chair), Sheila Antrum and Melanie Whelan.

Ms. Whelan has served as a Managing Director at Summit Partners, a growth equity investment firm, since June 2020, and served as an Executive in Residence from January to June 2020. Previously, from June 2015 to November 2019, Ms. Whelan served as Chief Executive Officer of SoulCycle Inc., an indoor cycling fitness company, and before that as Chief Operating Officer from April 2012 until May 2015. Prior to joining SoulCycle, from January 2007 to April 2012, Ms. Whelan was Vice President of Business Development at Equinox Holdings, Inc., a luxury fitness company. Prior to Equinox, she also held leadership positions with Virgin Management, where she was on the founding team of Virgin America, and with Starwood Hotels & Resorts, a hospitality company. Ms. Whelan has also served on the board of directors of Chegg, Inc., an education technology Company, since 2019, and on the Board of Trustees of Southern New Hampshire University since 2020. Ms. Whelan holds a B.A. in Engineering and Economics from Brown University.

Upon the Effective Date, Ms. Whelan is eligible to participate in the Company’s Non-Employee Director Compensation Program, which provides for (i) an annual cash retainer of (a) $50,000 for serving on the Board, (b) $15,000 for service as chairperson of the Compensation Committee and (c) $5,000 for service as a member of the Nominating Committee, (ii) an initial grant of restricted stock units (“RSUs”) for the number of shares of the Company’s Class A common stock equal to $150,000, multiplied by a fraction, (a) the numerator of which is the difference between 365 and the number of days from June 5, 2024 through the Effective Date and (b) the denominator of which is 365, divided by the closing price for the Company’s Class A common stock on the Effective Date, and that vests in full on the earlier to occur of (x) the one-year anniversary of the Effective Date and (y) the date of the Company’s next annual meeting of stockholders following the Effective Date, subject to continued service through the applicable vesting date, and (iii) an annual grant, on the date of the Company’s next annual meeting of stockholders, of RSUs for that number of shares of Class A common stock with a value of $150,000, and that vests in full on the earlier to occur of (x) the one-year anniversary of the applicable grant date and (y) the date of Company’s next annual meeting of stockholders following the grant date, subject to continued service through the applicable vesting date.

The Company also expects Ms. Whelan to enter into its standard indemnification agreement for directors and officers.

Departure of A.G. Lafley

On December 16, 2024, A.G. Lafley notified the Company of his resignation from the Board, effective December 31, 2024. Mr. Lafley’s resignation is not a result of any disagreement with the Company, including on any matter relating to the Company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On December 19, 2024, the Company issued a press release announcing the appointment of Ms. Whelan to the Board and the resignation of Mr. Lafley from the Board. The full text of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

The information in Item 7.01 of this Report (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description

99.1*			Press Release of the Company, dated December 19 , 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)


*			This exhibit related to Item 7.01 shall be deemed to be furnished, and not filed.

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:	December 19, 2024	By:	/s/ Todd Maron
		Name:	Todd Maron
		Title:	Chief Legal Officer

FIGS Announces Updates to Board of Directors

SANTA MONICA, Calif., December 19, 2024 — FIGS, Inc. (NYSE: FIGS) (the “Company”), the global leading healthcare apparel brand dedicated to improving the lives of healthcare professionals, today announced the appointment of Melanie Whelan, former Chief Executive Officer of SoulCycle Inc., to its board of directors (the “Board”), effective January 1, 2025 (the “Effective Date”).

Ms. Whelan joins the Board as an independent director. Ms. Whelan has also been appointed to serve as Chair of the Board’s Compensation Committee, which as of the Effective Date will consist of Ms. Whelan, Jeffrey Wilke and J. Martin Willhite, and as a member of the Board’s Nominating and Corporate Governance Committee, which as of the Effective Date will consist of J. Martin Willhite (Chair), Sheila Antrum and Melanie Whelan.

Ms. Whelan has most recently served as Managing Director at Summit Partners, a growth equity investment firm, since 2020. Previously, from 2015 to 2019, Ms. Whelan served as Chief Executive Officer of SoulCycle Inc., an indoor fitness company, and before that as Chief Operating Officer from 2012 to 2015. Prior to joining SoulCycle, from 2007 to 2012, Ms. Whelan was Vice President of Business Development at Equinox Holdings, Inc., a luxury fitness company. She has also held leadership positions at Virgin Management, where she was on the founding team of Virgin America, and at Starwood Hotels & Resorts. Since 2019, Ms. Whelan has served on the board of directors of Chegg, Inc., an education technology company, where she also serves as chair of its compensation committee.

The Company also announced that A.G. Lafley will be resigning from the Board, effective December 31, 2024. Mr. Lafley has served on the Board since April 2022.

“We are excited to welcome Melanie to our Board,” said Trina Spear, Chief Executive Officer and Co-Founder. “Melanie brings decades of executive leadership experience in the consumer space. In particular, her experience scaling SoulCycle’s physical presence will be especially valuable as we continue to grow our retail strategy through our Community Hubs. I’d also like to thank A.G. for his years of service to FIGS and wish him the best on his retirement. A.G. has been a legend of business leadership for decades, and I can’t thank him enough for all of the contributions he made to FIGS over the years. He will always be a part of the FIGS family.”

Forward Looking Statements

This press release contains various forward-looking statements about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that are based on current management expectations, and which involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such forward-looking statements. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking. These forward-looking statements generally are identified by the words “anticipate”, “believe”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “intend”, “may”, “might”, “opportunity”, “outlook”, “plan”, “possible”, “potential”, “predict”, “project,” “should”, “strategy”, “strive”, “target”, “will” or “would”, the negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. These forward-looking statements address various matters, including the commencement of Ms. Whelan’s service on the Company’s Board and the Company’s plan to continue growing its retail strategy, all of which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, the Company’s actual results, performance or achievements may differ materially from those expressed or implied by the forward-looking statements, and you are cautioned not to

place undue reliance on these forward-looking statements. The following important factors and uncertainties, among others, could cause actual results, performance or achievements to differ materially from those described in these forward-looking statements: the Company’s ability to maintain its historical growth; the Company’s ability to maintain profitability; the Company’s ability to maintain the value and reputation of its brand; the Company’s ability to attract new customers, retain existing customers, and to maintain or increase sales to those customers; the success of the Company’s marketing efforts; the Company’s ability to maintain a strong community of engaged customers and Ambassadors; negative publicity related to the Company’s marketing efforts or use of social media; the Company’s ability to successfully develop and introduce new, innovative and updated products; the competitiveness of the market for healthcare apparel; the Company’s ability to maintain its key employees; the Company’s ability to attract and retain highly skilled team members; risks associated with expansion into, and conducting business in, international markets; changes in, or disruptions to, the Company’s shipping arrangements; the successful operation of the Company’s distribution and warehouse management systems; the Company’s ability to accurately forecast customer demand, manage its inventory, and plan for future expenses; the impact of changes in consumer confidence, shopping behavior and consumer spending on demand for the Company’s products; the impact of macroeconomic trends on the Company’s operations; the Company’s reliance on a limited number of third-party suppliers; the fluctuating costs of raw materials; the Company’s failure to protect proprietary, confidential or sensitive information or personal customer data, or risks of cyberattacks; the Company’s failure to protect its intellectual property rights; the fact that the operations of many of the Company’s suppliers and vendors are subject to additional risks that are beyond its control; and other risks, uncertainties, and factors discussed in the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission (“SEC”) on November 7, 2024, the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 28, 2024, and the Company’s other periodic filings with the SEC. The forward-looking statements in this press release speak only as of the time made and the Company does not undertake to update or revise them to reflect future events or circumstances.

About FIGS

FIGS is a founder-led, direct-to-consumer healthcare apparel and lifestyle brand that seeks to celebrate, empower, and serve current and future generations of healthcare professionals. We create technically advanced apparel and products that feature an unmatched combination of comfort, durability, function, and style. We share stories about healthcare professionals’ experiences in ways that inspire them. We build meaningful connections within the healthcare community that we created. Above all, we seek to make an impact for our community, including by advocating for them and always having their backs.

We serve healthcare professionals in numerous countries in North America, Europe, the Asia Pacific region and the Middle East. We also serve healthcare institutions through our TEAMS platform.

Contacts

Investors:

Tom Shaw

IR@wearfigs.com

Media:

Todd Maron

press@wearfigs.com

Cover Page	Dec. 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 16, 2024
Entity Registrant Name	FIGS, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40448
Entity Tax Identification Number	46-2005653
Entity Address, Address Line One	2834 Colorado Avenue
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90404
City Area Code	(424)
Local Phone Number	300-8330
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	FIGS
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001846576
Amendment Flag	false