Planet Fitness Inc.

05/06/2024 | Press release | Distributed by Public on 05/06/2024 14:06

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's 2024 annual meeting of stockholders (the "Annual Meeting") was held on April 30, 2024. A total of 81,071,553 shares were present or represented by proxy at the meeting, representing approximately 91.95% of all shares entitled to vote at the Annual Meeting. The stockholders voted on the matters presented at the Annual Meeting, and the shares present, in person or by proxy, were voted as follows:
1 Election of Directors
Proposal one was the election of two nominees to serve as directors of the Company, each for a term of three years. The results of the vote were as follows:
Nominee Votes For Votes Withheld Broker Non-Votes
Bernard Acoca 58,670,968 20,040,388 2,360,197
Frances Rathke 75,107,266 3,604,130 2,360,197
Pursuant to the foregoing votes, the two nominees listed above were elected to serve on the Company's Board of Directors. There were no additional director nominations brought before the meeting.
2 Ratification of the Company's Independent Registered Public Accounting Firm
Proposal two was the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. The results of the vote were as follows:
For Against Abstain Broker Non-Vote
79,399,299 1,648,605 23,649 0
Pursuant to the foregoing vote, the ratification of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 was approved.
3 Advisory Vote on Named Executive Officer Compensation
Proposal three was the approval, on an advisory basis, of the Company's named executive officer compensation. The results of the vote were as follows:
For Against Abstain Broker Non-Vote
73,911,350 4,771,817 28,189 2,360,197
Pursuant to the foregoing vote, the stockholders adopted a non-binding resolution indicating their approval of the Company's named executive officer compensation.

4 Frequency of the Advisory Vote on Named Executive Officer Compensation
Proposal four was the approval of the frequency of the vote to approve, on an advisory basis, of the Company's named executive officer compensation. The results of the vote were as follows:
1 Year 2 Years 3 Years Broker Non-Vote
77,629,216 4,292 1,052,679 2,360,197
As a result of the foregoing vote, the Board of Directors of the Company has determined that the Company will conduct an advisory stockholder vote on the Company's named executive officer compensation every one year.