Figma, Inc.
For the period ended Jun 2, 2026. Filed Apr 22, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 2, 2026 · Filed Apr 22, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Figma, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of Annual Meetingof Stockholders to
be held at 10:00 a.m. Pacific Time on
Tuesday, June 2, 2026
Dear Stockholders of Figma, Inc.:
We invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Figma, Inc., a
Delaware corporation, which will be held virtually on Tuesday, June 2, 2026 at 10:00 a.m. Pacific Time. You can
attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/FIG2026, where you will be able to
listen to the meeting live and vote your shares online during the meeting, just as you would at an in-person
meeting.
We will hold the Annual Meeting for the following purposes, which are more fully described in the accompanying
proxy statement (the “Proxy Statement”):
- To elect Dylan Field, Kelly A. Kramer, John Lilly, William R. McDermott, Andrew Reed, Danny Rimer,
Lynn Vojvodich Radakovich, and Luis von Ahn to serve until our 2027 annual meeting of stockholders and until
such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation,
disqualification, or removal; and
- To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for
the year ending December 31, 2026.
We will also consider any other business that properly comes before the Annual Meeting or any adjournment or
postponement thereof. At this time, we are not aware of any other matters to be submitted for consideration at the
Annual Meeting.
Our Board of Directors has fixed the close of business on April 7, 2026 as therecord date for the Annual Meeting.
Only stockholders of record on April 7, 2026 are entitled to notice of, and to vote at, the Annual Meeting. A list of
stockholders entitled to vote at the Annual Meeting will be available upon request for examination by any
stockholder, during ordinary business hours at our headquarters, for any purpose relating to the Annual Meeting
for a period of ten (10) days ending the day before the Annual Meeting date. Further information regarding voting
rights, the matters to be voted upon and instructions to attend the Annual Meeting is presented in the Proxy
Statement.
The Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy
Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) is
first being mailed on or about April 22, 2026 to all stockholders entitled to vote at the Annual Meeting. You will be
asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your
proxy card, or the instructions that accompanied your proxy materials to attend the Annual Meeting.
Every stockholder vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote
as soon as possible by internet, telephone, or mail to ensure your shares will be represented. Your vote by written
proxy will ensure your representation at the Annual Meeting regardless of whether you attend the Annual
Meeting. Returning the proxy does not affect your right to attend the Annual Meeting and to vote your shares at
the Annual Meeting. For additional instructions on attending the Annual Meeting or voting your shares, please
refer to the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting” in the
Proxy Statement.
Thank you for your ongoing support and continued interest in Figma.
By Order of the Board of Directors,
Brendan Mulligan
General Counsel and Secretary
Important Notice Regarding Availability of Proxy Materials for the Annual Meeting: The Proxy Statement
and our Annual Report are available at www.proxyvote.com.
Table of Contents
| 2025 Business Highlights ......................................................................................................................................... | 1 |
|---|---|
| Proxy Statement Summary ...................................................................................................................................... | 3 |
| Board of Directors and Corporate Governance .................................................................................................... | 4 |
| Proposal No. 1: Election of Directors ..................................................................................................................... | 15 |
| Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm ............... | 16 |
| Executive Officers ...................................................................................................................................................... | 18 |
| Executive Compensation .......................................................................................................................................... | 19 |
| Equity Compensation Plan Information .................................................................................................................. | 28 |
| Director Compensation ............................................................................................................................................. | 29 |
| Security Ownership of Certain Beneficial Owners and Management ............................................................... | 32 |
| Report of the Audit Committee ................................................................................................................................ | 36 |
| Certain Relationships and Related Party Transactions ....................................................................................... | 37 |
| Questions and Answers About the Proxy Materials and Our Annual Meeting ................................................ | 41 |
| Other Matters and Additional Information .............................................................................................................. | 49 |
| Appendix A: Certain Definitions ............................................................................................................................... | 50 |
| Figma, Inc. | 1 | 2026 Proxy Statement |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.