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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 5.07.Submission of Matters to a Vote of Security Holders.
(a)(b) On June 11, 2026, Hims & Hers Health, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2026.
Only stockholders of record as of the close of business on April 15, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 222,525,754 shares of Company’s Class A common stock (“Class A Common Stock”) and 8,377,623 shares of the Company’s Class V common stock (“Class V Common Stock”) were outstanding and entitled to vote at the Annual Meeting. In deciding all matters at the Annual Meeting, the holders of our Class A Common Stock had the right to one vote for each share of Class A Common Stock they held as of the record date and the holders of our Class V Common Stock had the right to 175 votes for each share of Class V Common Stock they held as of the record date. The holders of our Class A Common Stock and Class V Common Stock voted as a single class on all matters presented at the Annual Meeting.
The tabulation of the stockholders’ votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1: The election of nine directors to serve as directors until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified:
Name
For
Withheld
Broker Non-Votes
Andrew Dudum
1,504,939,830
13,028,642
74,228,233
Kofi Amoo-Gottfried
1,517,440,666
527,806
74,228,233
Deborah Autor
1,516,370,269
1,598,203
74,228,233
Delos Cosgrove, M.D.
1,516,949,085
1,019,387
74,228,233
Anja Manuel
1,516,973,593
994,879
74,228,233
Christopher Payne
1,508,808,309
9,160,163
74,228,233
Andrea Perez
1,516,871,986
1,096,486
74,228,233
Kare Schultz
1,516,971,244
997,228
74,228,233
David Wells
1,501,758,393
16,210,079
74,228,233
Proposal 2: The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
For
Against
Abstentions
1,591,246,881
516,386
433,438
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 3: Advisory approval of the Company’s executive compensation:
For
Against
Abstentions
Broker Non-Votes
1,506,477,171
11,181,420
309,881
74,228,233
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.