📜 What This Document Is 🗳️

This document is a Proxy Statement, which is essentially a detailed instruction manual for shareholders. Because Funko, Inc. is holding its Annual Meeting of Stockholders on June 3, 2026, the company must provide this material so that shareholders know exactly what issues will be voted upon. The purpose is not to report financial results, but to gather votes on critical corporate matters like electing board members and approving executive pay.

👉 You are reading this to understand how to exercise your voting rights for the Annual Meeting, which will be held virtually.

🏢 What Funko Does and Its Corporate Structure 🧩

Funko, Inc. is a publicly listed corporation based at 2802 Wetmore Avenue, Everett, Washington 98201. Although the filing does not detail their entire product catalog, the company is noted for operating in the pop culture merchandise space, a segment heavily covered by its executive leadership team.

• Company Structure: The Board of Directors currently consists of nine members: Charles Denson, Reed Duchscher, Trevor Edwards, Jason Harinstein, Diane Irvine, Jesse Jacobs, Michael Kerns, Sarah Kirshbaum Levy, and Josh Simon.
• Governance: The Board maintains a structure that is divided into three classes with staggered, three-year terms. This common practice helps limit the ability of a single group to immediately take control of the company.
• Committees: Funko has established three standing committees—the Audit, Compensation, and Nominating and Corporate Governance—each with specific responsibilities designed to ensure strong oversight.

🗓️ Annual Meeting Logistics and Voting 🌐

The Annual Meeting of Stockholders is scheduled for Wednesday, June 3, 2026, at 9:00 a.m. Pacific Time. The company has adopted a virtual format to allow all stockholders to participate regardless of their location.

• How to Participate: Stockholders must vote their shares, even if they plan to attend virtually, because the vote is required. The meeting will be held at www.virtualshareholdermeeting.com/FNKO2026.
• The Record Date: To be eligible to vote, you must be a stockholder of record at the close of business on April 10, 2026 (the Record Date).
• Voting Power: At the close of business on the Record Date, there were 55,835,463 shares of Class A common stock and 91,276 shares of Class B common stock outstanding. This represents 99.8% and 0.2% combined voting power, respectively.
• Voting Method: Stockholders are strongly encouraged to vote by proxy (online, phone, or mail) to ensure their shares are represented. Shares held by a bank or broker are considered the "beneficial owner," and the beneficial owner retains the right to direct how those shares are voted.

🗳️ Key Proposals for Consideration 🎯

At the Annual Meeting, stockholders will be voting on four key items, all of which the Board of Directors recommends voting "FOR."

• Electing Directors (Proposal 1): Stockholders will vote to elect Diane Irvine, Jesse Jacobs, and Sarah Kirshbaum Levy as Class III Directors, whose terms expire at the 2029 Annual Meeting.
  • Why it matters: Electing directors is how shareholder power guides the company’s leadership.
• Auditor Ratification (Proposal 2): Stockholders will vote to ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the independent public accounting firm for the fiscal year ending December 31, 2026.
  • Why it matters: This vote validates that the company's financial statements are being audited by a reliable, independent firm.
• Executive Compensation (Proposal 3): Stockholders will vote to approve, on an advisory (non-binding) basis, the compensation of the named executive officers. This is commonly called a "Say-on-Pay" vote.
  • Why it matters: This allows shareholders to express their opinion on pay structure without legally forcing the company to change its pay policies.
• Other Business (Proposal 4): This allows for other important business that might come before the meeting. The company noted that they know of no other business to be presented.

💼 Executive Officers and Leadership 👔

The proxy statement details the current leadership team, demonstrating the high level of experience the company draws from. The Board unanimously recommends voting for the pay and leadership structure.

• Key Officers and Titles:
  • Josh Simon: Chief Executive Officer and Director (Age 47)
  • Yves Le Pendeven: Chief Financial Officer (Age 47)
  • Tracy Daw: Chief Legal Officer and Secretary (Age 60)
  • Andrew Oddie: Chief International Officer (Age 53)
  • Husnal Shah: Chief Product Officer (Age 48)
• Operational Changes: The filing noted significant changes in leadership throughout 2025, including Ms. Cynthia Williams ceasing as CEO (effective July 5, 2025) and Mr. Michael Lunsford serving as Interim CEO until September 1, 2025, before Mr. Simon assumed the CEO role.

💸 Executive Compensation & Pay Philosophy 💰

This section, the Compensation Discussion and Analysis (CD&A), explains the company's financial theory behind paying its top executives. Funko's strategy is to strongly link executive pay to corporate and individual performance.

• Philosophy Goal: The primary goal is to attract, motivate, and retain talent by linking compensation directly to maximizing stockholder value.
• Performance Alignment: Funko structures compensation so that a large portion of the total pay is based on performance.
  • In fiscal 2025, approximately 78% of Mr. Simon’s total target compensation was tied to stock options, RSUs, and annual cash incentives.
  • For other NEOs, 66% of their total target compensation was in the form of stock options, RSUs, and annual cash incentives.
• 2025 Bonus Outcome: The Compensation Committee determined that the Adjusted EBITDA gate was not achieved for 2025. As a result, the 2025 bonuses for continuing NEOs for 2024 were achieved at 0%.
  • Why it matters: This shows that the payout structure is performance-driven; if the company doesn't hit its financial targets (the "gate"), the bonus is zero.

🏛️ Governance and Internal Controls ✨

The filing dedicates substantial space to governance—the rules and systems the company uses to operate ethically and responsibly. This section confirms the strict compliance standards Funko adheres to.

• Independent Directors: The Board determined that the majority of directors, including Charles Denson, Reed Duchscher, Trevor Edwards, Jason Harinstein, Diane Irvine, Jesse Jacobs, Michael Kerns, and Sarah Kirshbaum Levy, are "independent," meaning they are not primarily beholden to management.
• Board Independence: The Board notes that Mr. Jacobs and Mr. Kerns are affiliated with TCG, which owns approximately 22.4% of the combined voting power as of April 10, 2026. However, the Board determined this relationship does not impair their independence under Nasdaq rules.
• Key Policies: The company has adopted strict policies, including:
  • Code of Business Conduct and Ethics: Applies to all directors, officers, and employees.
  • Anti-Hedging Policy: Strictly prohibits executives and directors from engaging in transactions designed to hedge or offset a decrease in the company’s stock value.
  • Audit Committee: This committee oversees the risk management process, including specific attention to cybersecurity risks, and is responsible for reviewing all audit and permissible non-audit services.

🗺️ Supporting Information and Contacts 📞

The proxy statement is structured to answer all the logistics questions shareholders might have, from voting instructions to attendance requirements.

• Voting Instructions: Stockholders have multiple methods to vote: via Internet at www.proxyvote.com, by Telephone at 1-800-690-6903, or by Mail using the enclosed proxy card. Internet and telephone voting facilities close at 11:59 p.m., Eastern Time, on June 2, 2026.
• Addressing Concerns: All written communications from shareholders regarding governance and strategy should be sent to the Secretary at 2802 Wetmore Avenue, Everett, Washington 98201.

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🧠 The Analogy

Think of the Proxy Statement like a school election. It's not the actual vote, but the rule book and the candidate list for the election. It tells the voters (shareholders) exactly who they can vote for (the directors), what rules the election must follow (the proposals), and how their votes will be counted (the voting logistics).

🧩 Final Takeaway

This filing is a comprehensive governance guide, not an earnings report. It primarily directs shareholders on how to vote on critical matters—including electing directors, ratifying the auditor, and approving executive pay—at the Annual Meeting on June 3, 2026.