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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:

 

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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 30, 2024, the board of directors (the “Board”) of Hims & Hers Health, Inc. (the “Company”) increased the size of the Board from nine to ten directors and appointed Christopher Payne, 55, to fill the newly created vacancy, effective March 30, 2024. Mr. Payne will serve until the Company’s 2024 annual meeting of stockholders and until his successor is elected and qualified, or sooner in the event of his death, resignation or removal. The Board has determined that Mr. Payne meets the requirements for independence under the applicable listing standards of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended. The Board has not yet appointed Mr. Payne to any Board committees.

Mr. Payne will be entitled to receive compensation as outlined in the “Director Compensation” section in the Company’s proxy statement filed with the Securities and Exchange Commission on April 28, 2023, except that Mr. Payne’s initial award of restricted stock units shall be valued at $400,000, in accordance with the Company’s director compensation program, as amended from time to time. Mr. Payne has also entered into the Company’s standard form of indemnification agreement.

There are no arrangements or understandings between Mr. Payne and any other persons pursuant to which he was elected as a member of the Company’s Board. There are no family relationships between Mr. Payne and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Payne is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

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.