📜 What This Document Is ℹ️

This document is a definitive Proxy Statement (DEF 14A) for Figma, Inc. It’s essentially a detailed guide for all the company’s shareholders, explaining why and how they will vote at the annual meeting. Instead of simply telling shareholders what to vote for, it provides all the background information on the company’s leadership, its finances, and its policies. 👉 What this means for you: Before voting, you need to read this document to understand who the company’s leaders are, what the board plans to oversee, and exactly what you are voting on.

🗺️ Figma's Business Overview 🖥️

While the Proxy Statement is primarily about governance, it provides context on what Figma does. Figma is a Delaware corporation that operates in the design and software space. In simple terms, the company provides tools used by creative professionals to design and collaborate on digital products.

👉 The financial definitions help show the scale of their business. Figma tracks metrics like Annual Recurring Revenue (ARR), which is the projected annual value of all active customer agreements. They also track Net Dollar Retention Rate (NDRR), a key measure showing if the money they earn from existing customers is growing, shrinking, or staying stable.

📅 Annual Meeting Details 🗓️

This section covers the nuts and bolts of the yearly shareholder meeting. The meeting is scheduled for Tuesday, June 2, 2026, at 10:00 a.m. Pacific Time.

• Format: The meeting will be completely virtual, meaning shareholders can participate and vote online.
• Access: Shareholders can join by visiting www.virtualshareholdermeeting.com/FIG2026.
• Record Date: The official deadline to own shares eligible to vote is the close of business on April 7, 2026.

🧑‍🤝‍🧑 Board Leadership and Governance 🏛️

This section introduces the people running the company and the structural rules designed to keep them accountable. The Board of Directors oversees risk management, ensures long-term value, and guides the overall strategy.

• Leadership Structure: The Board of Directors recommends that Dylan Field serve as both the Chair of the Board and the Chief Executive Officer (CEO). The Board believes that, "as our co-founder, Mr. Field is best positioned to identify strategic priorities, lead critical discussion, and execute our business plans."
• Lead Independent Director: The Board has appointed John Lilly to serve as the Lead Independent Director. This role is crucial because Mr. Lilly will provide leadership if the roles of CEO and Board Chair become conflicted.
• Committee Structure: The Board established three key committees:
  • Audit Committee: Chaired by Kelly A. Kramer, it oversees financial reporting, internal controls, and the selection of the independent public accounting firm.
  • Compensation Committee: Chaired by Lynn Vojvodich Radakovich, it reviews and recommends compensation for both executive officers and non-employee directors.
  • Nominating and Corporate Governance Committee: Chaired by John Lilly, it recommends qualified candidates for the Board and helps review corporate governance practices.
• Meeting Attendance: During 2025, the Board met nine times, and all standing committees met several times, signaling high activity and oversight throughout the year.

🗳️ Election of Directors (Proposal No. 1) ✅

This is the main proposal asking shareholders to elect the next round of company leaders. The Board proposes electing eight current directors: Dylan Field, Kelly A. Kramer, John Lilly, William R. McDermott, Andrew Reed, Danny Rimer, Lynn Vojvodich Radakovich, and Luis von Ahn.

• Term Length: Each director will serve a one-year term expiring at the 2027 annual meeting.
• Impact of Voting: To pass, the proposal requires a plurality of the votes cast (meaning those receiving the highest number of "FOR" votes will be elected).
• The Vote Mechanism: The voting power is not equal across classes of shares. While Class A and Class B common stock vote as a single class, each share of Class B common stock represents 15 votes, compared to one vote per share of Class A common stock.
• Director Changes: The Board noted that Mamoon Hamid is not standing for re-election, and the authorized number of directors will decrease to eight following the Annual Meeting.

📜 Ratification of Auditor Appointment (Proposal No. 2) 💰

Shareholders will also vote on ratifying the appointment of the accounting firm. The Board recommends voting “FOR” the ratification of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026.

• Importance: While this vote is important for maintaining compliance, the company explicitly states that the outcome of this vote "will not be binding" on the Board of Directors, but they will still consider it for future decisions.

🛡️ Corporate Policies and Risk Oversight ⚖️

The company details its policies to protect itself and its investors. This is highly procedural material, designed to show the legal safeguards in place.

• Risk Oversight: The Board of Directors oversees the company's risk management process. The Audit Committee specifically handles major risks, including cybersecurity and information technology risks. The Compensation Committee assesses risks related to excessive risk-taking through compensation.
• Code of Conduct: A mandatory Code of Conduct applies to all employees, directors, and contractors.
• Insider Trading Rules: The Board has strict policies to prevent insider trading. These rules prohibit:
  1. Hedging or monetization transactions (like zero cost collars).
  2. Trading in derivative securities (like options).
  3. Short sales of common stock.
• Rule 10b5-1 Plans: To manage internal trading risks, directors and officers must use a prearranged trading plan (a Rule 10b5-1 plan) when buying or selling company stock. This proves they were trading when they did not possess material nonpublic information.

📐 Key Financial Definitions 💹

The filing includes a detailed appendix defining specialized metrics. These definitions are critical for readers to understand the actual numbers reported in the Annual Report.

• Annual Recurring Revenue (ARR): This is calculated as the annualized value of active customer agreements. It assumes any expiring contract will be renewed on existing terms.
• Net Dollar Retention Rate (NDRR): NDRR is a calculation that shows how much the company's revenue from its existing, major customers is changing year over year, accounting for both expansion and churn. The company uses the $10,000 ARR paid customer as the key measurement threshold for this calculation.
• Monthly Active Users (MAU): This simply means the total count of unique users who accessed at least one of Figma's products during a given month.

⚙️ How to Vote and Key Dates 🗳️

This section provides the critical logistics for shareholders to exercise their voting rights.

• Voting Deadline: Shareholders must cast their vote by 11:59 p.m. Eastern Time on June 1, 2026.
• Methods of Voting: Shareholders have several options: internet (www.proxyvote.com), toll-free telephone (1-800-690-6903), or by mailing a physical proxy card.
• Broker Non-Votes: If a brokerage firm does not receive timely voting directions from you (the beneficial owner), they have the discretion to vote only on the routine matter (the auditor appointment). They will not vote on the non-routine matter (the election of directors).
• Proposal Requirements: The vote for the election of directors requires a plurality of the votes cast. The vote for ratifying the auditor is a majority of the votes cast.

🌐 Resources and Contacts 📞

If you need more help or have specific questions about the process, the filing provides clear channels for communication.

• Proxy Materials: The Proxy Statement and Annual Report are available at www.proxyvote.com, or by contacting Broadridge Financial Services, Inc.
• General Questions: Shareholders can contact Broadridge via:
  • Internet: www.proxyvote.com
  • Telephone: 1-800-579-1639
  • Email: [email protected]
• Corporate Secretary: For procedural matters, the Secretary can be contacted at Figma, Inc., 760 Market Street, Floor 10, San Francisco, California, Attn: General Counsel and Secretary.

🧠 The Analogy

Voting at a company's annual meeting is like deciding who gets to be in charge of planning a large, complex community festival. Instead of just voting for names, you are voting on the rules for planning the festival (risk policies), the budget (auditor ratification), and who will lead the organizing committee (the directors). The proxy statement makes sure every resident (shareholder) knows the rules, the timeline, and the specific roles of the people vying for leadership.

🧩 Final Takeaway

This Proxy Statement is primarily a governance document detailing the process and candidates for the 2026 Annual Meeting. Shareholders must understand the distinct voting requirements (plurality vs. majority) and the structure of the Board to cast an informed vote on the election of directors.