Funko (FNKO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with all stockholders able to participate online.

• Stockholders will vote on director elections, auditor ratification, and executive compensation, with the Board recommending approval for all proposals.

• The proxy statement details voting procedures, eligibility, and quorum requirements, emphasizing the importance of stockholder participation.

Voting matters and shareholder proposals

• Stockholders will elect three Class III directors to serve until 2029.

• Ratification of PricewaterhouseCoopers LLP as the independent auditor for 2026 is up for vote.

• Advisory (non-binding) approval of named executive officer compensation is included.

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

Board of directors and corporate governance

• The Board consists of nine members divided into three staggered classes, with directors serving three-year terms.

• TCG has the right to designate up to two directors as long as it holds at least 20% of Class A shares.

• All directors except the CEO are considered independent under Nasdaq rules.

• The Board has Audit, Compensation, and Nominating & Corporate Governance Committees, each with defined responsibilities and independent members.

• The Board separates the roles of Chairperson and CEO and regularly holds executive sessions of independent directors.