FIGS Inc
For the period ended Mar 31, 2024. Filed May 9, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 9, 2024
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Item 5. Other Information
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 3, 2024, following his approximately three years of service on the Board of Directors (the “Board”) of the Company, Michael Soenen notified the Company of his resignation from the Board, effective May 9, 2024 (the “Effective Date”). Mr. Soenen’s resignation was not a result of any disagreement with the Company, including on any matter relating to the Company’s operations, policies or practices. On May 7, 2024, Mario Marte was appointed as Interim Chairperson of the Audit Committee of the Board, Jeffrey Wilke was appointed as Chairperson of the Compensation Committee of the Board and Kenneth Lin was appointed as Lead Independent Director of the Board, in each case effective as of the Effective Date.
Insider Trading Arrangements and Policies.
On March 26, 2024, Daniella Turenshine, the Company’s former Chief Financial Officer, terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 Plan”). Ms. Turenshine’s Rule 10b5-1 Plan, entered into on March 16, 2023 (the “Plan Start Date”) provided for the potential (i) sale of up to 62,108 shares of the Company’s Class A common stock, (ii) exercise of stock options and the associated sale of up to 19,651 shares of the Company’s Class A common stock and (iii) sale of between 20% - 100% of the net shares of the Company’s Class A common stock that Ms. Turenshine would receive from certain restricted stock units held by Ms. Turenshine vesting between the Plan Start Date and the Rule 10b5-1 Plan’s end date on June 15, 2024.
Except for the foregoing, during the three months ended March 31, 2024, no other director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K.
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