04/18/2024 | Press release | Distributed by Public on 04/18/2024 06:25
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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☒
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No fee required.
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☐
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Fee paid previously with preliminary materials:
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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To elect two Class III Directors to serve until the 2027 annual meeting of stockholders, until their successors shall have been duly elected and qualified or until such director's earlier death, resignation or removal;
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To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.
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Proxy Statement
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1
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Questions and Answers About the 2024 Annual Meeting of Stockholders
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3
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Proposals To Be Voted On
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7
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Executive Officers
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12
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Corporate Governance
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13
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Committees of the Board
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16
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Executive and Director Compensation
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18
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Security Ownership of Certain Beneficial Owners and Management
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25
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Certain Relationships and Related Person Transactions
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29
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Independent Registered Public Accounting Firm Fees and Other Matters
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35
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Report of the Audit Committee of the Board of Directors
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36
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Stockholders' Proposals
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36
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Other Matters
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37
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Solicitation of Proxies
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37
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Annual Report on Form 10-K
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38
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To elect two Class III Directors to serve until the 2027 annual meeting of stockholders, until their successors shall have been duly elected and qualified or until such director's earlier death, resignation or removal;
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To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.
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FOR the election of Anthony Geisler and Mark Grabowski as Class III Directors; and
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FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
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Internet: www.proxyvote.com
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Telephone: 1-800-579-1639
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Email: [email protected] (if using email, please include your control number in the subject line)
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by Internet-You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card;
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by Telephone-You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;
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by Mail-You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or
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at the Annual Meeting-You will need the 16-digit control number included in your proxy card or on the instructions that accompanied your Proxy Materials to vote electronically during the meeting.
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by submitting a duly executed proxy bearing a later date;
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by granting a subsequent proxy through the Internet or telephone;
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by giving written notice of revocation to the Secretary of the Company prior to or at the Annual Meeting; or
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by voting online at the Annual Meeting.
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Proposal
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Votes Required
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Effect of Votes Withheld/Abstentions and
Broker Non-Votes
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Proposal 1: Election of Class III
Directors
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The affirmative vote of the holders
of a plurality of the votes cast
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Votes withheld and broker non-
votes will have no effect on the
election of directors
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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024
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The affirmative vote of a majority
in voting power of shares of stock
present in person or represented by
proxy and entitled to vote thereon
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Abstentions will have the same
effect as a vote "against" the
proposal. We do not expect any
broker non-votes
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Name
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Age
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Served as a
Director Since
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Position
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Anthony Geisler
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47
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2017
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Founder, Chief Executive Officer, and Director Nominee
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Mark Grabowski
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48
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2017
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Chairman of the Board and Director Nominee
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Name
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Class
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Age
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Served as a
Director Since
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Position
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Jair Clarke
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II
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42
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2022
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Director
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Chelsea A. Grayson
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II
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52
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2021
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Director
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Jeffrey Lawrence
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I
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50
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2024
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Director
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Brenda Morris
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I
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58
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2019
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Director
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Name
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Age
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Position
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Anthony Geisler(1)
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47
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Chief Executive Officer
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Sarah Luna
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37
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President
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John Meloun
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46
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Chief Financial Officer
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Andrew Hagopian
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44
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Chief Legal Officer
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(1)
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See biography on page 8 of this proxy statement.
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Name
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Audit
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Human Capital
Management
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Nominating and Corporate
Governance
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Brenda Morris
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Chair
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X
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X
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Jeffrey Lawrence
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X
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Mark Grabowski
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Chelsea A. Grayson
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X
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X
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Chair
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Jair Clarke
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X
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Chair
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X
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Anthony Geisler
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•
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selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;
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ensuring the independence and qualifications of the independent registered public accounting firm;
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discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;
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establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;
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considering the adequacy of our internal controls and internal audit function;
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reviewing material related party transactions or those that require disclosure; and
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approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.
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reviewing and approving, or recommending that our Board of Directors approve, the compensation of our executive officers;
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reviewing and recommending to our Board of Directors the compensation of our directors;
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administering our stock and equity incentive plans;
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reviewing and approving, or making recommendations to our Board of Directors with respect to, incentive compensation and equity plans; and
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reviewing our overall compensation philosophy.
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identifying and recommending candidates for membership on our Board of Directors;
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reviewing and recommending our corporate governance guidelines and policies;
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reviewing proposed waivers of the code of conduct for directors and executive officers;
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overseeing the process of evaluating the performance of our Board of Directors; and
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assisting our Board of Directors on corporate governance matters.
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Name and Principal Position
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Year
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Salary
($)
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Bonus(1)
($)
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Stock
Awards(2)(3)(4)
($)
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Non-Equity
Incentive Plan
Compensation(5)
($)
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All Other
Compensation(6)
($)
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Total
($)
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Anthony Geisler
Chief Executive Officer
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2023
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600,000
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-
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695,886
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648,973
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22,754
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1,967,613
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2022
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600,000
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-
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6,294,303
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-
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1,615
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6,895,918
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2021
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492,308
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415,068
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15,911,118
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-
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247,545
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17,066,039
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John Meloun
Chief Financial Officer
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2023
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367,747
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400,000
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182,670
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243,814
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31,239
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1,225,470
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2022
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310,961
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-
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4,720,708
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-
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42,323
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5,073,992
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2021
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300,000
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150,000
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870,951
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-
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40,138
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1,361,089
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Andrew Hagopian(7)
Chief Legal Officer
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2023
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308,846
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-
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3,599,142
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175,678
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8,735
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4,092,401
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(1)
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Reflects bonus earned for annual performance for each named executive officer pursuant to our annual cash bonus program. For Mr. Meloun, the 2023 bonus reflects a special cash bonus of $400,000 approved on February 23, 2024, by the Human Capital Management Committee payable in 2024, in recognition of his performance in connection with certain financing transactions during 2023.
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(2)
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Reflects the grant date value of stock-based awards granted during the applicable year as calculated using the Black-Scholes method in accordance with ASC 718. The underlying assumptions made in 2021 for this valuation are set forth in Note 13 to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
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(3)
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FY 21 amounts reflect the incremental fair value associated with the modification of the performance vesting of outstanding LLC Units of Xponential Holdings LLC in connection with the IPO determined in accordance with ASC 718. Assumptions made in the course of this valuation are set forth in Note 13 to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. For Mr. Geisler, the incremental fair value was $14,632,211, and for Mr. Meloun, the incremental fair value was $870,951.
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(4)
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Reflects the aggregate grant date fair value of restricted stock units granted to each of our named executive officers determined in accordance with ASC 718. The underlying assumptions made for this valuation are set forth in Note 13 to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
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(5)
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Reflects the 2023 annual bonuses, which were paid in the form of fully-vested RSUs to the applicable named executive officers in February 2024. The bonus was earned based on performance against pre-determined goals for 2023 adjusted EBITDA. The 2023 bonus reflects the aggregate grant date fair value of the 2023 annual bonuses that were granted as RSUs, computed in accordance with FASB Accounting Standards Codification Topic 718 ("ASC 718").
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(6)
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Reflects the matching contributions to the 401(k) plan, and our payments to cover the employee portion of medical and dental insurance coverage for each executive officer. For Mr. Geisler, this amount also reflects parking expenses of $21,600 for 2023 and consulting fees paid to Mr. Geisler by H&W Investco Management LLC for services rendered to us pursuant to the Consulting Agreement totaling $233,333 for 2021. For Mr. Meloun, this amount also reflects reimbursement of travel fees totaling $25,000 for each year presented.
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(7)
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Mr. Hagopian was hired as Chief Legal Officer in February 2023.
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Stock Awards
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Name
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Number of shares or units of stock
that have not vested
(#)
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Market value of shares or units of
stock that have not vested
($)(1)
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Anthony Geisler
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241,593(2)
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3,114,134
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John Meloun
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181,194(3)
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2,335,591
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Andrew Hagopian
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220,021(4)
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2,836,071
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(1)
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Reflects the value of each award based on the value of a share of Class A common stock as of December 29, 2023, the last business day of the fiscal year, which was $12.89 per unit.
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(2)
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Represents unvested portion of 322,124 RSUs granted on March 4, 2022, which settle in shares of Class A common stock on a one-for-one basis. The award vests 25% each year at the first anniversary of the grant date and on the same date over the subsequent three years, subject to continued service through such date.
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(3)
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Represents unvested portion of 241,592 RSUs granted on March 4, 2022, which settle in shares of Class A common stock on a one-for-one basis. The award vests 25% each year at the first anniversary of the grant date and on the same date over the subsequent three years, subject to continued service through such date.
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(4)
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Represents 200,000 RSUs granted on October 9, 2023, which settle in shares of Class A common stock on a one-for-one basis. The award vests 25% each year at the first anniversary of the grant date and on the same date over the subsequent three years, subject to continued service through such date. Additionally, includes 20,021 RSUs granted on February, 23, 2023, which settle in shares of Class A common stock on a one-for-one basis. The award vests 33% each year at the first anniversary of the grant date and on the same date over the subsequent two years, subject to continued service through such date.
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Stock Awards
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Name
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Number of shares acquired on vesting
(#)(1)
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Value realized on vesting
($)(2)
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Anthony Geisler
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141,486
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3,637,331
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John Meloun
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67,470
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1,951,842
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Andrew Hagopian
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-(3)
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-
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(1)
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The number of shares shown is the gross number of shares covered by awards vested. Shares for the required tax withholding (if elected by the officer) may be deducted from the gross number of shares vested, resulting in a smaller number of shares being issued to the officer.
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(2)
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Reflects the value realized equal to the fair market value of our Class A common stock on the date of vesting multiplied by the number of shares released on vesting date.
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(3)
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Mr. Hagopian was hired as Chief Legal Officer in March 2023 and had no awards vested in 2023.
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Name
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Fees Earned
or Paid in Cash
($)
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Stock
Awards(1)
($)
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Total
($)
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Brenda Morris
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149,517
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86,131
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235,648
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Mark Grabowski
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137,001
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86,131
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223,132
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Chelsea A. Grayson
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102,140
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86,131
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188,271
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Jair Clarke
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98,515
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24,079
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122,594
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(1)
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As of December 31, 2023, our non-employee directors held unvested RSUs in the following amounts: Ms. Morris: 2,901, Mr. Grabowski: 2,901, Ms. Grayson: 2,901 and Mr. Clarke: 811.
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•
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Board member: increased from $75,000 to $78,750
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•
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Non-executive board chair: increased from $50,000 to $52,500
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•
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Lead director: increased from $20,000 to $21,000
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•
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Audit committee chair: increased from $18,000 to $18,900
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•
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Audit committee member: increased from $9,500 to $9,975
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•
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Human Capital Management committee chair: increased from $12,500 to $13,125
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•
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Human Capital Management committee member: increased from $7,500 to $7,875
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Nominating and Corporate Governance committee chair: increased from $10,000 to $10,500
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•
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Nominating and Corporate Governance committee member: increased from $5,000 to $5,250
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Plan Category
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Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants, and
Rights and RSUs
|
| |
Weighted-
Average Exercise
Price of
Outstanding
Options,
Warrants, and
Rights and RSUs
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Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
|
Equity compensation plans approved by security holders(1)(3)
|
| |
1,587,231
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| |
$-
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| |
3,643,738(2)
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Equity compensation plans not approved by security holders
|
| |
-
|
| |
-
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| |
-
|
Total
|
| |
1,587,231
|
| |
$-
|
| |
3,643,738
|
(1)
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Consists of the Company's OIP. The OIP was approved by our stockholders and became effective upon the completion of our initial public offering in July 2021.
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(2)
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The maximum number of shares of our Class A common stock available for issuance under the OIP will not exceed in the aggregate the sum of (i) 5,745,507 shares of Class A common stock, (ii) the number of shares of our Class A common stock issuable pursuant to awards previously granted under the Profits Interests Plan (taking into account any conversion of such outstanding Awards) and (iii) an additional number of shares of Class A common stock that shall become available on the first day of each fiscal year of the Company in an amount equal to the lesser of (A) 510,845, (B) 2% of the outstanding shares of Class A common stock on the last day of the immediately prior fiscal year and (C) such number of shares of Class A common stock as determined by the Board in its discretion.
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(3)
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The number excludes the RSU awards granted by the Company with performance conditions of meeting certain EBITDA targets through the year ending December 31, 2024. The awards were granted with fixed dollar valuation of approximately $7,875,000 and the number of shares granted depends on the trading price at the closing date of the period in which the EBITDA target is met. On March 6, 2023, the performance target for the award with a fixed dollar valuation of approximately $2,250,000 was achieved.
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each person or group whom we know to own beneficially more than 5% of any class of our voting stock;
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•
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each of our directors and Named Executive Officers individually; and
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•
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all directors and executive officers as a group.
|
| |
Class A Common
Stock(1)
|
| |
Class B Common
Stock
|
| |
Series A Preferred
Stock
|
| |
Combined Voting
Power(2)
|
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Name of Beneficial Owner
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
Directors and Named Executive Officers:
|
| | | | | | | | | | | | | | | | ||||||||
Anthony Geisler(3)
|
| |
655,797
|
| |
2%
|
| |
7,429,878
|
| |
45%
|
| |
-
|
| |
-
|
| |
8,085,675
|
| |
16%
|
Mark Grabowski(4)
|
| |
6,873,626
|
| |
22%
|
| |
7,453,744
|
| |
45%
|
| |
-
|
| |
-
|
| |
14,327,370
|
| |
28%
|
Andrew Hagopian(5)
|
| |
21,436
|
| |
*
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
21,436
|
| |
*
|
Sarah Luna(6)
|
| |
152,715
|
| |
*
|
| |
58,735
|
| |
*
|
| |
-
|
| |
-
|
| |
211,450
|
| |
*
|
John Meloun(7)
|
| |
106,897
|
| |
*
|
| |
185,904
|
| |
1%
|
| |
-
|
| |
-
|
| |
292,801
|
| |
*
|
Brenda Morris(8)
|
| |
29,494
|
| |
*
|
| |
811
|
| |
*
|
| |
-
|
| |
-
|
| |
30,305
|
| |
*
|
Chelsea A. Grayson(9)
|
| |
12,886
|
| |
*
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
12,886
|
| |
*
|
Jair Clarke(10)
|
| |
6,718
|
| |
*
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
6,718
|
| |
*
|
Other 5% or greater beneficial owners:
|
| | | | | | | | | | | | | | | | ||||||||
H&W Investco, LP(11)
|
| |
6,855,613
|
| |
22%
|
| |
7,453,744
|
| |
45%
|
| |
-
|
| |
-
|
| |
14,309,357
|
| |
28%
|
LAG Fit, Inc.(12)
|
| |
83,330
|
| |
*
|
| |
7,429,878
|
| |
45%
|
| |
-
|
| |
-
|
| |
7,513,208
|
| |
14%
|
Affiliates of MSD Partners, L.P.(13) (14)
|
| |
3,525,954
|
| |
9.9%
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
3,525,954
|
| |
6%
|
DESALKIV Portfolios, L.L.C.(15)
|
| |
1,778,611
|
| |
5%
|
| |
-
|
| |
-
|
| |
1,778,611
|
| |
45%
|
| |
1,778,611
|
| |
3%
|
Redwood Master Fund Ltd.(16)
|
| |
2,150,000
|
| |
6%
|
| |
-
|
| |
-
|
| |
2,150,000
|
| |
55%
|
| |
2,150,000
|
| |
4%
|
TABLE OF CONTENTS
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Class A Common
Stock(1)
|
| |
Class B Common
Stock
|
| |
Series A Preferred
Stock
|
| |
Combined Voting
Power(2)
|
|||||||||||||
Name of Beneficial Owner
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
Voss Capital, LLC(17)
|
| |
2,860,000
|
| |
9%
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
2,860,000
|
| |
6%
|
BlackRock, Inc.(18)
|
| |
1,903,039
|
| |
6%
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
1,903,039
|
| |
4%
|
All directors and executive officers as a group (eight persons)
|
| |
7,859,569
|
| |
25%
|
| |
15,129,072
|
| |
92%
|
| |
-
|
| |
-
|
| |
22,988,641
|
| |
44%
|
*
|
Less than 1%
|
(1)
|
Subject to the terms of the Amended LLC Agreement, LLC Units are generally redeemable or exchangeable for shares of our Class A common stock on a one-for-one basis. Shares of Class B common stock will be cancelled on a one-for-one basis if we redeem or exchange LLC Units pursuant to the terms of the Amended LLC Agreement. Beneficial ownership of shares of our Class A common stock reflected in this table does not include beneficial ownership of shares of our Class A common stock for which such LLC Units may be redeemed or exchanged.
|
(2)
|
Represents the percentage of voting power of our Class A common stock, Class B common stock and shares of Class A common stock issuable upon the conversion of shares of the Series A preferred stock, held by such person voting together as a single class. Each holder of Class A common stock, Class B common stock and Series A preferred stock is entitled to one vote per share on all matters submitted to our stockholders for a vote.
|
(3)
|
Consists of: (i) 572,467 shares of Class A held directly by the Anthony Geisler Trust and indirectly by Mr. Geisler as trustee of the trust, (ii) 83,330 shares of Class A common stock held by LAG Fit, Inc. and (iii) 7,429,878 shares of Class B common stock held by LAG Fit, Inc. Mr. Geisler has reported sole investment and dispositive power over the shares held by LAG Fit, Inc. The address for LAG Fit, Inc. is 6789 Quail Hill Parkway #408, Irvine, CA 92603.
|
(4)
|
Consists of: (i) 15,112 shares of Class A common stock held directly by Mr. Grabowski, (ii) 2,901 RSUs that will vest within 60 days, (iii) 6,855,613 Class A common stock held by H&W Investco II, LP and (iv) 7,453,744 shares of Class B common stock held by H&W Investco, LP, each of which Mr. Grabowski is the Managing Partner. Mr. Grabowski has reported sole investment and dispositive power over these shares. The address for H&W Investco, LP is 17 Palmer Lane, Riverside, CT 06878.
|
(5)
|
Consists of: (i) 12,636 shares of Class A common stock held directly by Mr. Hagopian and (ii) 8,800 shares of Class A held directly by the Hagopian Family Trust and indirectly by Mr. Hagopian as trustee of the trust.
|
(6)
|
Consists of: (i) 152,715 shares of Class A common stock held directly by Ms. Luna and (ii) 58,735 shares of Class B common stock held directly by Ms. Luna.
|
(7)
|
Consists of: (i) 106,897 shares of Class A common stock held directly by Mr. Meloun and (ii) 185,904 shares of Class B common stock held directly by Mr. Meloun.
|
(8)
|
Consists of (i) 23,093 shares of Class A common stock held directly by Ms. Morris, (ii) 3,500 shares of Class A common stock held indirectly by Ms. Morris and directly by the Morris Charitable Remainder Trust, of which Ms. Morris is a co-trustee and (iii) 811 shares of Class B common stock held directly by Ms. Morris.
|
(9)
|
Consists of 12,886 shares of Class A common stock held directly by Ms. Grayson.
|
(10)
|
Consists of 6,718 shares of Class A common stock held directly by Mr. Clarke.
|
(11)
|
Consists of: (i) 6,855,613 Class A common stock held by H&W Investco II, LP and (ii) 7,453,744 shares of Class B common stock held by H&W Investco, LP, each of which Mr. Grabowski is the Managing Partner. Mr. Grabowski has reported sole investment and dispositive power over these shares. The address for H&W Investco, LP is 17 Palmer Lane, Riverside, CT 06878.
|
(12)
|
Consists of (i) 83,330 shares of Class A common stock held by LAG Fit, Inc. and (ii) 7,429,878 shares of Class B common stock held by LAG Fit, Inc. Mr. Geisler has reported sole investment and dispositive power over the shares held by LAG Fit, Inc. The address for LAG Fit, Inc. is 6789 Quail Hill Parkway #408, Irvine, CA 92603.
|
(13)
|
MSD Partners, L.P. ("MSD Partners") is the investment manager of the MSD Affiliates (as defined below) and may be deemed to beneficially own securities beneficially owned by the MSD Funds. MSD Partners (GP), LLC ("MSD GP"), a Delaware limited liability company, is the general partner of MSD Partners, and may be deemed to beneficially own securities beneficially owned by MSD Partners. Gregg Lemkau maintains investment discretion over this investment and therefore may be deemed to beneficially own securities owned by MSD GP. The address of the principal business office of the MSD Affiliates is c/o MSD Partners, L.P., One Vanderbilt Avenue, 26th Fl., NY, NY 10017.
|
(14)
|
The number of shares of Class A common stock shown as beneficially owned reflects the application of the provision of the Series A-1 preferred stock that, other than in the case of a mandatory conversion, prevents a holder of Series A-1 preferred stock, without at least 61 days written notice from such holder, from receiving shares of Class A common stock or any other of our equity securities upon any conversion of Series A-1 preferred stock to the extent that such exercise or receipt would cause any holder of Series A-1 preferred stock to become, directly or indirectly, a "beneficial owner" (within the meaning of Section 13(d) of the Exchange Act) of a number of equity interests that would exceed 9.9% the Class A common stock outstanding at that time. The number of shares of Class A common stock that, but for the foregoing, would otherwise be issuable upon conversion of the Series A-1 preferred stock owned by the Affiliates of MSD Partners, L.P. consists of 4,033,889 shares of Class A common stock held as follows: 1,928,195 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock by MSD Credit Opportunity Master Fund, L.P., a Delaware limited partnership ("MSDC"), 606,319 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock by MSD Special Investments Fund, L.P., a Delaware limited partnership ("MSDS"), 266,319 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock by MSD SIF Holdings, L.P., a Delaware limited partnership ("MSDSIF"), 667,639 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock held by MSD Private Credit Opportunity Master Fund 2, L.P., a Cayman Islands exempted limited partnership ("MSDP2"), 202,222 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock held by MSD Private Credit Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership ("MSDP"), 158,334 shares of Class A common stock issuable upon conversion of the Series A-1 preferred stock held by Lombard International Life Ltd., a Bermuda corporation, on behalf of its Segregated Account BIGVA005 ("LIL1"), 80,417 shares of Class A common stock issuable
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(15)
|
The number of shares of Class A common stock shown as beneficially owned reflects the application of the provision of the Series A preferred stock that, other than in the case of a mandatory conversion, prevents a holder of Series A preferred stock, without at least 61 days written notice from such holder, from receiving shares of Class A common stock or any other of our equity securities upon any conversion of Series A preferred stock to the extent that such exercise or receipt would cause any holder of Series A preferred stock to become, directly or indirectly, a "beneficial owner" (within the meaning of Section 13(d) of the Exchange Act) of a number of equity interests that would exceed 9.9% the Class A common stock outstanding at that time. The number of shares of Class A common stock that, but for the foregoing, would otherwise be issuable upon conversion of the Series A preferred stock owned by DESALKIV Portfolios, L.L.C. ("DESALKIV", and such common stock issuable upon conversion, the "Subject Shares") consists of 1,778,611 Subject Shares. DESALKIV has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Subject Shares.
|
(16)
|
The number of shares of Class A common stock shown as beneficially owned reflects the application of the provision of the Series A preferred stock that, other than in the case of a mandatory conversion, prevents a holder of Series A preferred stock, without at least 61 days written notice from such holder, from receiving shares of Class A Common Stock or any other of our equity securities upon any conversion of Series A preferred stock to the extent that such exercise or receipt would cause any holder of Series A preferred stock to become, directly or indirectly, a "beneficial owner" (within the meaning of Section 13(d) of the Exchange Act) of a number of equity interests that would exceed 9.9% the Class A Common Stock outstanding at that time. The number of shares of Class A common stock that, but for the foregoing, would otherwise be issuable upon conversion of the Series A preferred stock owned by Redwood Master Fund LTD. Redwood Capital Management, LLC ("RCM") consists of 2,150,000 shares of Class A common stock issuable upon conversion of the Series A preferred stock held by Redwood Master Fund, Ltd. RCM is the investment manager of Redwood Master Fund, Ltd. RCM is wholly owned by Redwood Capital Management Holdings, LP ("RCM Holdings"). Mr. Ruben Kliksberg is the Chief Executive Officer of RCM, is the sole managing member of the general partner of RCM Holdings, and controls a majority of the limited partnership interests in RCM Holdings. The address for Redwood Master Fund, Ltd. is c/o Redwood Capital Management, LLC, 250 W 55th Street, New York, New York 10019.
|
(17)
|
As reported on Schedule 13G filed by Voss Capital, LLC and Travis W. Cocke on January 5, 2024, Voss Capital, LLC, as the investment manager of Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P. and certain accounts managed by Voss Capital, LLC (the "Voss Managed Accounts"), may be deemed the beneficial owner of the (i) 825,000 shares of Class A common stock beneficially owned by Voss Value Master Fund, L.P., (ii) 125,000 shares of Class A common stock beneficially owned by Voss Value-Oriented Special Situations Fund, L.P. and (iii) 1,910,000 shares of Class A common stock held in the Voss Managed Accounts. Travis W. Cocke, as the managing member of each of Voss Capital, LLC and Voss Advisors GP, LLC, may be deemed the beneficial owner of the (i) 825,000 shares of Class A common stock owned by Voss Value Master Fund, L.P., (ii) 125,000 shares of Common Stock owned by Voss Value-Oriented Special Situations Fund, L.P. and (iii) 1,910,000 shares of Class A common stock held in the Voss Managed Accounts. Voss Capital, LLC and Travis W. Cocke each have sole voting and dispositive power over 2,600,000 shares of Class A common stock and shared voting and dispositive power over 260,000 shares of Class A common stock. The address of Voss Capital, LLC and Travis W. Cocke is 3773 Richmond, Suite 500, Houston, Texas 77046.
|
(18)
|
As reported on Schedule 13G filed by BlackRock, Inc. on January 29, 2924. BlackRock, Inc. has sole voting power over 1,873,298 shares of Class A common stock and sole dispositive power over 1,903,039 shares of Class A common stock. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
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•
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we or any of our subsidiaries have been or will be a participant;
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, executive officers or beneficial holders of more than 5% of any class of our capital stock, or any immediate family member of, or person sharing a household with, any of these individuals, had or will have a direct or indirect material interest.
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Fee Category
|
| |
2023
|
| |
2022
|
Audit Fees
|
| |
$2,318,948
|
| |
$2,004,708
|
Audit-Related Fees
|
| |
-
|
| |
-
|
Tax Fees
|
| |
1,146,362
|
| |
1,029,870
|
All Other Fees
|
| |
1,895
|
| |
1,895
|
Total Fees
|
| |
$3,467,205
|
| |
$3,036,473
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TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS