Funko (FNKO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, to be held virtually, allowing global shareholder participation and electronic voting.

• Shareholders will vote on director elections, auditor ratification, and executive compensation, with the Board recommending approval for all proposals.

• Proxy materials and annual report are available online, and shareholders are encouraged to vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Election of three Class II Directors (Trevor Edwards, Michael Lunsford, Cynthia Williams) to serve until 2028.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 31, 2025.

Board of directors and corporate governance

• Board consists of nine members divided into three staggered classes, with annual elections for expiring terms.

• TCG, a major shareholder, has the right to designate up to two directors as long as it holds at least 20% of Class A shares.

• Majority of directors are independent under Nasdaq rules; Board leadership roles are currently separated.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• Directors are expected to attend at least 75% of meetings; all attended the 2024 annual meeting.