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): July 16, 2024

_____________________________________________________________________________________________________________________

HIMS & HERS HEALTH, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________________________________________

Delaware

001-38986

98-1482650

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2269 Chestnut Street, #523

San Francisco, CA 94123

(Address of principal executive offices)

(415) 851-0195

(Registrant’s telephone number, including area code)

______________________________________________________________________________

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

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

HIMS

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

On July 16, 2024, the board of directors (the “Board”) of Hims & Hers Health, Inc. (the “Company”) increased the size of the Board from eight to nine directors and appointed Kåre Schultz, 63, to fill the newly created vacancy, effective immediately. Mr. Schultz will serve until the Company’s 2025 annual meeting of stockholders and until his successor is elected and qualified, or sooner in the event of his death, resignation or removal. The Board has determined that Mr. Schultz meets the requirements for independence under the applicable listing standards of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended. The Board has not yet appointed Mr. Schultz to any Board committees.

Mr. Schultz will be entitled to receive compensation as outlined in the “Director Compensation” section in the Company’s proxy statement filed with the Securities and Exchange Commission on April 26, 2024. Mr. Schultz will enter into the Company’s standard form of indemnification agreement.

There are no arrangements or understandings between Mr. Schultz and any other persons pursuant to which he was elected as a member of the Company’s Board. There are no family relationships between Mr. Schultz and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Schultz is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

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.


	HIMS & HERS HEALTH, INC.


Date: July 22, 2024	By:	/s/ Andrew Dudum
		Andrew Dudum
		Chief Executive Officer

Cover	Jul. 15, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 16, 2024
Entity Registrant Name	HIMS & HERS HEALTH, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38986
Entity Tax Identification Number	98-1482650
Entity Address, Address Line One	2269 Chestnut Street, #523
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94123
City Area Code	415
Local Phone Number	851-0195
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	HIMS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001773751
Amendment Flag	false