May 17, 2021 to the Stockholders of Hims & Hers Health, Inc.: You Are
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May 17, 2021 To the stockholders of Hims & Hers Health, Inc.: You are cordially invited to attend the Annual Meeting of Stockholders (the ‘‘Annual Meeting’’ or the ‘‘2021 Annual Meeting’’) of Hims & Hers Health, Inc., a Delaware corporation (‘‘Hims & Hers,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us,’’ or ‘‘our’’). Hims & Hers was a special purpose acquisition company called Oaktree Acquisition Corp (‘‘OAC’’) prior to the closing of the Business Combination on January 20, 2021. The Business Combination represents the transactions contemplated by an agreement and plan of merger whereby the entities that previously comprised the business of Hims, Inc. (‘‘Hims’’) merged with and into subsidiaries of the Company. For further information on the Business Combination, please refer to our fiscal 2020 Annual Report on Form 10-K (the ‘‘2020 Annual Report’’) filed with the Securities and Exchange Commission (the ‘‘SEC’’) and provided to our stockholders together with this proxy statement. Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. We encourage you to read this information carefully. Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions using one of these voting options. Thank you for your ongoing support of Hims & Hers. Very truly yours, Andrew Dudum Chief Executive Officer, Director and Chairman of the Board Hims & Hers Inc. 2269 Chestnut Street, #523 San Francisco, California 94123 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held On June 17, 2021 Time and Date: Thursday, June 17, 2021 at 10 a.m. Pacific Time. Place: The Annual Meeting will be completely virtual. You may attend the meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/HIMS2021. Items of Business: (1) To elect all nine of our existing directors to serve until the 2022 annual meeting of stockholders. (2) To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. (3) To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. These items of business are more fully described in the proxy statement accompanying this notice. Adjournments and Any action on the items of business described above may be considered at the Annual Postponements: Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. Record Date: You are entitled to vote if you were a stockholder of record as of the close of business on April 21, 2021. Voting: Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. If you have any questions regarding this information or the proxy materials, please visit the investor relations page of our website at https://investors.forhims.com or contact our investor relations department at [email protected]. By Order of the Board of Directors Soleil Boughton Chief Legal Officer and Corporate Secretary San Francisco, California May 17, 2021 Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 17, 2021: This notice of Annual Meeting, proxy statement and accompanying form of proxy card are being made available on or about May 17, 2021. This proxy statement and our 2020 Annual Report are available free of charge at www.proxyvote.com. TABLE OF CONTENTS Page Questions and Answers About The Proxy Materials and Voting. 1 Directors, Executive Officers and Corporate Governance . 5 Security Ownership of Certain Beneficial Owners and Management . 14 Certain Relationships and Related Party Transactions . 17 Executive Compensation . 26 Director Compensation. .................... 30 Equity Compensation Plan Information . 32 Independent Registered Public Accounting Firm . 33 Report of the Audit Committee of the Board of Directors . 35 Proposal 1—Election of Directors. 36 Proposal 2— Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021. 37 Additional Information. .................... 38 i QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING Why am I receiving these materials? We have sent you this proxy statement, our 2020 Annual Report and the proxy card, or collectively, the proxy materials, because the Board of Directors of Hims & Hers (our ‘‘Board,’’ ‘‘Board of Directors’’ or the ‘‘Hims & Hers Board of Directors’’) is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes the information you will need to know to cast an informed vote at the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the Internet or by telephone. We intend to begin mailing these proxy materials on or about May 17, 2021 to all stockholders of record entitled to vote at the Annual Meeting. Will I receive any other proxy materials? Rules adopted by the SEC allow companies to send stockholders a notice of internet availability of proxy materials, rather than mail them full sets of proxy materials. This year, we chose to mail full packages of proxy materials to our stockholders. However, in the future we may take advantage of the internet distribution option. If, in the future, we choose to send such notices, they would contain instructions on how stockholders can access our notice of annual meeting and proxy statement via the Internet. They would also contain instructions on how stockholders could request to receive their materials electronically or in printed form on a one-time or ongoing basis. What is a virtual Annual Meeting? The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location, improved communication and cost savings to our stockholders, and support the health of our stockholders and employees given the ongoing coronavirus pandemic (‘‘COVID-19’’). You can virtually attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/HIMS2021, where, subject to the instructions provided below, you will be able to vote your shares and submit your questions during the meeting via the Internet. There will not be a physical meeting location and you will not be able to attend in person. We invite you to virtually attend the Annual Meeting and request that you vote on the proposals described in this proxy statement. However, you do not need to attend the virtual meeting to vote your shares. Instead, you may vote over the Internet, by telephone, or by completing and mailing your proxy card, as described below. The Annual Meeting starts at 10 a.m. Pacific Time. We encourage you to access the meeting website prior to the start time to allow time for check-in. Follow the instructions in your proxy materials or proxy card to access the Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page. You do not need to register to attend the Annual Meeting webcast. However, if you do not register and attend the Annual Meeting as a guest (non-stockholder), you will not have the option to vote your shares or ask questions during the virtual meeting. Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, are not pertinent to meeting matters and, therefore, will not be answered. What am I voting on? There are two matters scheduled for a vote: 1. The election of all nine of our existing directors to serve until the 2022 annual meeting of stockholders. 2. The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. 1 What is the recommendation of the Board of Directors on each of the matters scheduled to be voted on at the Annual Meeting? The Board recommends that you vote: • FOR each of the nominees to the Board; and • FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Who can vote at the Annual Meeting? Only stockholders of record at the close of business on April 21, 2021 will be entitled to vote at the Annual Meeting. On this record date, there were 183,409,192 shares of Company’s Class A common stock (‘‘Class A Common Stock’’) and 8,377,623 shares of the Company’s Class V common stock (‘‘Class V Common Stock’’) outstanding. The holders of our Class A Common Stock have the right to one vote for each share of Class A Common Stock they held as of the record date and the holders of our Class V Common Stock have the right to 175 votes for each share of Class V Common Stock they held as of the record date.