Hims & Hers Health, Inc.
For the period ended Jun 11, 2026. Filed Apr 28, 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 11, 2026 · Filed Apr 28, 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 (Amendment No. )
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 |
HIMS & HERS HEALTH, 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 the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 28, 2026
Dear stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the ‘‘Annual Meeting’’ or the ‘‘2026 Annual Meeting’’) of Hims & Hers Health, Inc., a Delaware corporation (‘‘Hims & Hers,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us,’’ or ‘‘our’’), which will be held on Thursday, June 11, 2026 at 11:00 a.m. Pacific Time. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visitingwww.virtualshareholdermeeting.com/HIMS2026. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, and provides cost savings for our stockholders and the Company.
The enclosed Notice of 2026 Annual Meeting of Stockholders and proxy statement includes details regarding admission and describes the proposals to be considered and voted upon at the Annual Meeting. We encourage you to read this information carefully.
Your vote is important. We hope you plan to virtually attend the Annual Meeting, but whether or not you attend, we hope you will vote as soon as possible. To ensure that your vote will be received and counted, please vote online, by telephone or by mailing your proxy card, in each case by following the instructions included with the proxy card. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions using one of these voting options.
On behalf of the Board of Directors and senior management, I would like to express our appreciation for your continued support and interest in Hims & Hers.
Very truly yours,
Andrew Dudum
Chief Executive Officer, Director and Chairman of the Board
Notice of 2026 Annual
Meeting of Stockholders
| DateThursday, June 11, 2026 | Time11:00 a.m. Pacific Time | PlaceVirtually by visiting www.virtualshareholdermeeting.com/HIMS2026 | Record DateStockholders of record as of the close of business on April 15, 2026 are entitled to vote. |
Items of Business
| 1 | To elect the nine director nominees to serve until the 2027 annual meeting of stockholders; |
| 2 | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3 | To approve, on an advisory basis, the compensation of our named executive officers; and |
| 4 | To transact such other business as may properly come before the Annual Meeting or any continuation or adjournment thereof. |
Adjournments and Postponements
Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
Voting
Your vote is important. We hope you plan to virtually attend the Annual Meeting, but whether or not you attend, we hope you will vote as soon as possible. To ensure that your vote will be received and counted, please vote online, by telephone or by mailing your proxy card, in each case by following the instructions included with the proxy card. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions using one of these voting options.
If you have any questions regarding this information or the proxy materials, please visit the investor relations section of our website athttps://investors.forhims.com or contact our investor relations department atinvestors@forhims.com.
By Order of the Board of Directors
| Soleil BoughtonChief Legal Officer and Corporate Secretary | San Francisco, CaliforniaApril 28, 2026 |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 11, 2026: This notice of Annual Meeting, proxy statement and accompanying form of proxy card are being made available on or about April 28, 2026. This proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the proxy card are available free of charge at www.proxyvote.com.
The Board of Directors unanimously recommends that you vote ‘‘FOR’’ the election of all nominees for director in Proposal No. 1, ‘‘FOR’’ Proposal No. 2, and ‘‘FOR’’ Proposal No. 3.
Special Note Regarding Forward-Looking Statements
This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the ‘‘Securities Act’’) and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by the use of forward-looking terminology, including the words ‘‘believe,’’ ‘‘estimate,’’ ‘‘anticipate,’’ ‘‘expect,’’ ‘‘assume,’’ ‘‘imply,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘may,’’ ‘‘will,’’ ‘‘potential,’’ ‘‘project,’’ ‘‘predict,’’ ‘‘continue,’’ ‘‘could,’’ or ‘‘should,’’ or, in each case, their plural, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our expected future financial and business performance; our market opportunity; the administration of our risk oversight; and the design of our compensation programs. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the ‘‘Risk Factors’’ section of our most recently filed Annual Report on Form 10-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Table of Contents
| Proxy Summary | 1 |
|---|---|
| Directors and Executive Officers | 5 |
| Corporate Governance and Board Matters | 13 |
| Security Ownership of Certain Beneficial Owners and Management | 22 |
| Certain Relationships and Related Party Transactions | 25 |
| Compensation Discussion and Analysis | 27 |
| Director Compensation | 59 |
| Equity Compensation Plan Information | 61 |
| Pay Versus Performance Disclosure | 62 |
| CEO Pay Ratio | 68 |
| Independent Registered Public Accounting Firm | 69 |
| Report of the Audit Committee of the Board of Directors | 70 |
| Proposal 1 – Election of Directors | 72 |
| Proposal 2 – Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 | 74 |
| Proposal 3 – Non-binding Advisory Vote on Executive Compensation | 75 |
| Additional Information | 76 |
| Appendix A | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.