Affirm Holdings Inc
For the period ended May 12, 2025. Filed May 12, 2025.
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May 12, 2025 · Filed May 12, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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 ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | 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 |
(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. |
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| ☐ | 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 OFSPECIAL MEETINGOF STOCKHOLDERS
To our stockholders:
We are pleased to invite you to virtually attend a Special Meeting of Stockholders (including any adjournments, continuations, or postponements thereof, the “Special Meeting”) of Affirm Holdings, Inc., a Delaware corporation (“Affirm”, the “Company” or “we”). The Special Meeting will be held exclusively online via live audio webcast at www.proxydocs.com/AFRM on June 25, 2025, at 8:00 a.m., Pacific Time. The virtual format of the Special Meeting allows us to preserve and even increase stockholder access, while also saving time and money for both us and our stockholders and minimizing our environmental impact. Even with a virtual format, you will still be able to vote and submit questions during the meeting, and we encourage you to attend online and participate.
The Special Meeting will be held for the following purposes:
To approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion.
To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve Proposal No. 1.
To conduct any other business properly brought before the Special Meeting.
These proposals, as well as instructions for accessing the virtual Special Meeting, are more fully described in the accompanying proxy statement. The record date for the Special Meeting is April 28, 2025. Only stockholders of record at the close of business on that date are entitled to notice of, and may vote at, the Special Meeting.
By Order of the Board of Directors
Katherine AdkinsChief Legal Officer & Secretary
San Francisco, CaliforniaMay 12, 2025
Important notice regarding the availability of proxy materials for Affirm’s 2025 Special Meeting of Stockholders to be held on June 25, 2025: The notice and proxy statement are available at www.proxydocs.com/AFRM.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY THROUGH THE INTERNET OR BY TELEPHONE OR REQUEST AND SUBMIT YOUR PROXY CARD AS SOON AS POSSIBLE, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
Page
| PROPOSAL NO. 1: APPROVAL OF THE REINCORPORATION OF THE COMPANY TO THE STATE OF NEVADA BY CONVERSION | 1 |
|---|---|
| PROPOSAL NO. 2: APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL NO. 1 | 26 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 27 |
| QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING | 29 |
| PROPOSALS OF STOCKHOLDERS FOR 2025 ANNUAL MEETING | 33 |
| APPENDIX A: REINCORPORATION RESOLUTIONS | A-1 |
| APPENDIX B: PLAN OF CONVERSION | B-1 |
| APPENDIX C: NEVADA ARTICLES OF INCORPORATION OF AFFIRM HOLDINGS, INC. | C-1 |
| APPENDIX D: NEVADA BYLAWS OF AFFIRM HOLDINGS, INC. | D-1 |
| APPENDIX E: DELAWARE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AFFIRM HOLDINGS, INC. | E-1 |
| APPENDIX F: DELAWARE AMENDED AND RESTATED BYLAWS OF AFFIRM HOLDINGS, INC. | F-1 |
Headquarters | 650 California Street, San Francisco, California 94108 | (415) 960-1518
Investor Relations Website | investors.affirm.com
PROXY STATEMENT FOR THE
SPECIAL MEETING OF STOCKHOLDERS
To Be Held at 8:00 a.m., Pacific Time, on June 25, 2025
This proxy statement is furnished in connection with the solicitation of your proxy by our Board of Directors (“Board”) to vote at the Special Meeting of Stockholders (including any adjournments, continuations, or postponements thereof, the “Special Meeting”). This proxy statement contains information about the matters to be voted upon at the Special Meeting and certain other information required by Securities and Exchange Commission (“SEC”) rules. In accordance with SEC rules, we are making our proxy materials available at www.proxydocs.com/AFRM with an option to request a printed set be mailed to you. We expect to begin mailing a notice of internet availability of proxy materials (the “Notice”) on May 12, 2025 to all stockholders of record entitled to vote at the Special Meeting. The Notice contains instructions for viewing the proxy materials, voting online and requesting a printed set of proxy materials.
You are cordially invited to attend the Special Meeting on June 25, 2025, at 8:00 a.m., Pacific Time, which we are holding exclusively online via live webcast at www.proxydocs.com/AFRM. To be admitted to the Special Meeting, you must enter the control number included on your Notice or proxy card. Whether or not you expect to attend the Special Meeting, please vote online, as instructed in these materials, as promptly as possible in order to ensure your representation at the Special Meeting. Even if you have voted by proxy, you may still vote online during the Special Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.