hims-20250612

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________________________________________________

FORM 8-K

_____________________________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2025

_____________________________________________________________________________________________________________________

HIMS & HERS HEALTH, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________________________________________

Delaware

001-38986

98-1482650

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2269 Chestnut Street, #523

San Francisco, CA 94123

(Address of principal executive offices)

(415) 851-0195

(Registrant’s telephone number, including area code)

______________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

HIMS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a)(b) On June 12, 2025, Hims & Hers Health, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 25, 2025.

Only stockholders of record as of the close of business on April 14, 2025, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 215,254,280 shares of Company’s Class A common stock (“Class A Common Stock”) and 8,377,623 shares of the Company’s Class V common stock (“Class V Common Stock”) were outstanding and entitled to vote at the Annual Meeting. In deciding all matters at the Annual Meeting, the holders of our Class A Common Stock had the right to one vote for each share of Class A Common Stock they held as of the record date and the holders of our Class V Common Stock had the right to 175 votes for each share of Class V Common Stock they held as of the record date. The holders of our Class A Common Stock and Class V Common Stock voted as a single class on all matters presented at the Annual Meeting.

The tabulation of the stockholders’ votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1: The election of eight directors to serve as directors until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified:


Name	For	Withheld	Broker Non-Votes
Andrew Dudum	1,528,314,534	26,796,180	55,909,548
Deborah Autor	1,554,069,219	1,041,495	55,909,548
Patrick Carroll, M.D.	1,552,942,929	2,167,785	55,909,548
Delos Cosgrove, M.D.	1,553,620,139	1,490,575	55,909,548
Anja Manuel	1,553,627,010	1,483,704	55,909,548
Christopher Payne	1,535,924,750	19,185,964	55,909,548
Christiane Pendarvis	1,553,625,901	1,484,813	55,909,548
Andrea Perez	1,552,384,927	2,725,787	55,909,548
Kare Shcultz	1,554,400,730	709,984	55,909,548
David Wells	1,526,215,200	28,895,514	55,909,548

Proposal 2: The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:


For	Against	Abstentions
1,610,376,984	164,983	478,295

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3: Advisory approval of the Company’s executive compensation:


For	Against	Abstentions	Broker Non-Votes
1,528,328,634	26,472,285	309,795	55,909,548

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	HIMS & HERS HEALTH, INC.


Date: June 17, 2025	By:	/s/ Andrew Dudum
		Andrew Dudum
		Chief Executive Officer

Hims & Hers Health Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders