Hims & Hers Health (HIMS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, to be held virtually, with voting on key proposals including director elections, auditor ratification, and executive compensation approval.

• 2025 revenue reached $2.35B, up 59% year-over-year, with 2.5M subscribers and net income of $128.4M.

• Adjusted EBITDA for 2025 was $318M, and operating cash flow was $300M.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Election of nine director nominees to serve until the 2027 annual meeting.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Advisory approval of executive compensation (say-on-pay).

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• Board will decrease from ten to nine directors if new nominee Kofi Amoo-Gottfried is elected.

• Majority of directors are independent under NYSE rules; controlled company exemption applies due to CEO's voting power.

• Four standing committees: audit, compensation, nominating and corporate governance, and risk.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.

• Code of Conduct and Corporate Governance Guidelines in place.