Item 5.07. Submission of Matters to a Vote of Security Holders.

(a)(b) On June 2, 2022, Hims & Hers Health, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 29, 2022.

Only stockholders of record as of the close of business on April 14, 2022, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 197,601,454 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") were outstanding and entitled to vote at the Annual Meeting. In deciding all matters at the Annual Meeting, the holders of our Class A Common Stock had 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 had the right to 175 votes for each share of Class V Common Stock they held as of the record date. The holders of our Class A Common Stock and Class V Common Stock voted as a single class on all matters presented at the Annual Meeting.

The tabulation of the stockholders' votes on each proposal brought before the Annual Meeting is as follows:



Proposal 1: The election of ten directors to serve as directors until the 2023
annual meeting of stockholders and until their respective successors are duly
elected and qualified:

Name                             For        Abstentions   Broker Non-Votes
Andrew Dudum                1,525,863,691    3,517,642       41,388,247
Alex Bard                   1,525,833,244    3,548,089       41,388,247
Ambar Bhattacharyya         1,525,831,530    3,549,803       41,388,247
Dr. Patrick Carroll, M.D.   1,525,958,167    3,423,166       41,388,247
Dr. Delos Cosgrove, M.D.    1,525,837,188    3,544,145       41,388,247
Kristen Green               1,525,835,230    3,546,103       41,388,247
Jules Maltz                 1,524,034,017    5,347,316       41,388,247
Lynne Chou O'Keefe          1,525,831,612    3,549,721       41,388,247
Andrea Perez                1,525,844,033    3,537,300       41,388,247
David Wells                 1,526,335,425    3,045,908       41,388,247

Proposal 2: The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022:



     For        Against   Abstentions
1,569,495,186   656,788     617,606

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3: Advisory approval of the Company's executive compensation:

For Against Abstentions Broker Non-Votes 1,525,451,481 3,204,466 725,386 41,388,247

Proposal 4: Advisory recommendation of whether a stockholder vote to approve executive compensation should be held every one, two or three years:

One Year Two Years Three Years Abstentions Broker Non-Votes 1,528,599,838 43,840 102,753 634,902 41,388,247

The stockholders approved, on a non-binding advisory basis, the holding of a non-binding advisory vote on the compensation program for the Company's named executive officers every one year.

(d) Based on these results and consistent with the Company's recommendation, the Company's Board of Directors has determined that the Company will conduct future stockholder advisory votes on the compensation program for its named executive officers every year. This policy will remain in effect until the next stockholder vote on the frequency of stockholder advisory votes on the compensation program for the named executive officers, expected to be held at the Company's 2028 annual meeting of stockholders.

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