--- schema_version: "secwatch.filing_event.v1" accession: "0001704711-23-000029" form_type: "8-K" ticker: "FNKO" cik: "0001704711" company_name: "Funko, Inc." filed_at: "2023-06-16T23:59:59+00:00" generated_at: "2026-06-13T22:53:12.271580+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Funko annual meeting: all board nominees elected, COI amendments approved ## Summary - Diane Irvine, Sarah Kirshbaum Levy, and Jesse Jacobs elected as Class III directors. - Ratification of Ernst & Young as auditor for FY2023 approved (42.1M for). - COI amendment excluding TCG from interested-stockholder definition passed (35.6M for). - Officer exculpation amendment approved (33.9M for). - Advisory say-on-pay passed; 1-year frequency selected for future votes. ## SEC filing metadata - accession: 0001704711-23-000029 - form_type: 8-K - ticker: FNKO - cik: 0001704711 - company_name: Funko, Inc. - filed_at: 2023-06-16T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1704711/000170471123000029/0001704711-23-000029-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1704711/000170471123000029/fnko-20230613.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001704711-23-000029 - JSON: https://secwatch.observer/filing/0001704711-23-000029.json - Plain text: https://secwatch.observer/filing/0001704711-23-000029.txt ## Key facts - Shareholder Votes Funko, Inc. shareholders approved Advisory (non-binding) vote on the compensation of the Company's named executive officers at the 2023-06-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-13 source text: Item 4 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1704711/000170471123000029/0001704711-23-000029-index.htm - Shareholder Votes Funko, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. at the 2023-06-13 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-13 source text: Item 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1704711/000170471123000029/0001704711-23-000029-index.htm - Shareholder Votes Funko, Inc. shareholders approved Amend a provision that is substantially similar to Section 203 of the General Corporation Law of the State of Delaware to exclude TCG 3.0 Fuji, LP and certain other parties from the definition of Interested Stockholder at the 2023-06-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-13 source text: Item 3 - Approval of two separate proposals to amend the Company’s Amended and Restated Certificate of Incorporation (“COI”). (a) The vote to amend a provision that is substantially similar to Section 203 of the General Corporation Law of the State of Delaware to exclude TCG 3.0 Fuji, LP (“TCG”) and certain other parties (including certain affiliates, associates and transferees of TCG) from the definition of “Interested Stockholder” was as follows: evidence_url: https://www.sec.gov/Archives/edgar/data/1704711/000170471123000029/0001704711-23-000029-index.htm - Shareholder Votes Funko, Inc. shareholders approved Advisory (non-binding) vote on the frequency of future advisory votes on the compensation of named executive officers at the 2023-06-13 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-13 source text: Item 5 - Approval, on an advisory (non-binding) basis, of the frequency of future advisory (non-binding) votes on the compensation of our named executive officers. 1 YEAR 2 YEARS 3 YEARS Votes ABSTAINED Broker Non-Votes 35,222,224 10,658 216,651 1,684,443 5,266,321 evidence_url: https://www.sec.gov/Archives/edgar/data/1704711/000170471123000029/0001704711-23-000029-index.htm - Shareholder Votes Funko, Inc. shareholders approved Election of three Class III directors for a term of office expiring on the date of the annual meeting of stockholders in 2026 and until their respective successors have been duly elected and qualified at the 2023-06-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-13 source text: Item 1 — Election of three Class III directors for a term of office expiring on the date of the annual meeting of stockholders in 2026 and until their respective successors have been duly elected and qualified. evidence_url: https://www.sec.gov/Archives/edgar/data/1704711/000170471123000029/0001704711-23-000029-index.htm - Shareholder Votes Funko, Inc. shareholders approved Amend the Certificate of Incorporation to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware at the 2023-06-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-13 source text: (b) The vote to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware was as follows: evidence_url: https://www.sec.gov/Archives/edgar/data/1704711/000170471123000029/0001704711-23-000029-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.