Figure Technology Solutions (FIGR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, will be held virtually, allowing shareholders to attend and vote online or by proxy, with a record date of April 9, 2026.

• Shareholders will vote on the election of eight directors and the ratification of KPMG LLP as the independent auditor for 2026.

• Holders of Blockchain, Class A, and Class B common stock vote as a single class, with Class B shares carrying ten votes per share.

• Proxy materials and annual report are available online, and shareholders are encouraged to vote promptly to ensure quorum.

Voting matters and shareholder proposals

• Proposals include electing eight directors and ratifying KPMG LLP as auditor; Board recommends voting FOR both.

• Shareholders may submit proposals for the 2027 meeting by December 25, 2026, and must follow bylaw requirements for nominations.

• No other business is expected, but proxies may vote on unforeseen matters at their discretion.

Board of directors and corporate governance

• Board consists of eight members, with five deemed independent under Nasdaq rules.

• Company qualifies as a "controlled company" under Nasdaq due to majority voting power held by a co-founder, allowing exemptions from certain governance requirements.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• Board leadership is separated between CEO and Chair; a Lead Independent Director is designated.

• Director candidates are evaluated for integrity, experience, and independence; shareholders may recommend candidates.