SUPPLEMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, MAY 24, 2022
This proxy statement supplement (this Supplement) to the definitive proxy statement of Funko, Inc. (the Company), filed with the
Securities and Exchange Commission on April 8, 2022 (the Proxy Statement), is being furnished to stockholders of the Company in connection with the solicitation of proxies by the Companys Board of Directors (the
Board) for use at the 2022 Annual Meeting of Stockholders (the Annual Meeting) to be held at 9:00 a.m., Pacific Time, on Tuesday May 24, 2022, virtually via live webcast at www.virtualshareholdermeeting.com/FNKO2022.
This Supplement is being filed with the Securities and Exchange Commission and is being made available to stockholders on or about May 18, 2022. This Supplement should be read in conjunction with the Proxy Statement.
In connection with an agreement by entities affiliated with ACON Funko Investors, L.L.C. (ACON) to sell certain shares of the Companys
Class A common stock of Funko, Inc. to an affiliate of The Chernin Group (TCG) (such sale, the ACON Sale), the Company entered into a Stockholders Agreement with TCG, dated May 3, 2022 (the Stockholders
Agreement). On May 4, 2022, Ken Brotman and Adam Kriger resigned from the Board, contingent on and effective upon the closing of the ACON Sale.
On May 3, 2022, the Board elected Jesse Jacobs to the Board as a Class III director, to be effective upon the closing of the ACON Sale. On
May 16, 2022, the Board elected Richard A. Paul to the Board as a Class I director, to be effective upon the closing of the ACON Sale. Mr. Jacobs and Mr. Paul were designated to serve on the Board by TCG, consistent with the
Stockholders Agreement. Mr. Jacobs and Mr. Paul will fill the vacancies created by Ken Brotmans and Adam Krigers resignations, respectively.
Mr. Jacobs, 46, co-founded and has served as Managing Partner of TCG since 2010. Prior to TCG, Mr. Jacobs
was a senior member of the media, entertainment and sports advisory, investing and financing team at Goldman Sachs. Mr. Jacobs has served on the board of directors of former public company Collectors Universe, Inc. since November 2020 and sits
on a number of private company boards of directors including Hodinkee, Inc., Exploding Kittens, Inc. and Barstool Sports, Inc. Mr. Jacobs received his B.A. in English and Communications from the University of Pennsylvania and an M.B.A. from the
University of Pennsylvania. The Board believes Mr. Jacobs is well qualified to serve on the Board due to his financial expertise and his knowledge of consumer, media and pop culture industries.
Mr. Paul, 41, has served as the Chief Executive Officer of Klutch Sports Group, LLC, a professional sports agency, since September 2012. Mr. Paul is
also a co-founder and advisor to Adopt, LLC, a creative agency, since April 2021. Mr. Paul has served on the Boards of Directors of Klutch Sports Group, LLC since September 2012, United Talent Agency
since July 2020, and Colieum Acquisition Corp., a special purpose acquisition company, since June 2021. The Board believes Mr. Paul is well qualified to serve on the Board due to his broad-based business experience and extensive experience in
the professional sports and pop culture industries.
Mr. Jacobs and Mr. Paul will be compensated consistent with the Companys Non-Employee Director Compensation Policy as disclosed in the Proxy Statement. The Company expects to enter into the Companys standard form of indemnification agreement with Mr. Jacobs and Mr. Paul.
As of March 31, 2022, neither Mr. Jacobs nor Mr. Paul beneficially owned any shares of the Companys Class A or Class B
common stock.
The Company expects the ACON Sale to close on or about May 19, 2022. The foregoing changes to the composition of the Board do not
impact the director nominees for election at the Annual Meeting.
Forward-Looking Statements
This Supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in
this Supplement other than statements of historical fact, including statements regarding the expected closing date of the ACON Sale, are forward-looking statements. The words believe, may, will,
estimate, continue, anticipate, intend, expect, could, would, project, plan, potentially, preliminary,
likely, and