Planet Fitness Files 8-K on Executive Changes

TL;DR

Planet Fitness 8-K filed: exec changes, director elections, comp arrangements. Watch for leadership impact.

AI Summary

Planet Fitness, Inc. filed an 8-K on April 16, 2024, reporting on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. The filing also includes Regulation FD Disclosures and Financial Statements and Exhibits.

Why It Matters

This filing indicates potential shifts in the company's leadership and executive compensation structure, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Changes in executive officers and directors, especially if unexpected, can signal underlying issues or strategic shifts that may affect the company's performance.

Key Players & Entities

• Planet Fitness, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• April 16, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — which registered Class A common stock, $0.0001 Par Value PLNT New York Stock Excha
• $1,000,000 — g will receive an annual base salary of $1,000,000 and will be eligible to receive an annu
• $5,000,000 b — Plan"), with a grant date fair value of $5,000,000 based on the closing price of the Company
• $4,000,000 b — th a grant date aggregate fair value of $4,000,000 based on the closing price of the Company
• $500,000 — Keating will receive a sign-on bonus of $500,000, which is payable on the first regular
• $100,000 — New Hampshire area, in an amount up to $100,000. She will also receive reimbursement of
• $35,000 — the negotiation of the Agreement, up to $35,000. The Agreement provides that Ms. Keat

Filing Documents

• d767164d8k.htm (8-K) — 30KB
• d767164dex101.htm (EX-10.1) — 63KB
• d767164dex991.htm (EX-99.1) — 12KB
• g767164img002.jpg (GRAPHIC) — 14KB
• 0001193125-24-097056.txt ( ) — 265KB
• plnt-20240416.xsd (EX-101.SCH) — 3KB
• plnt-20240416_lab.xml (EX-101.LAB) — 17KB
• plnt-20240416_pre.xml (EX-101.PRE) — 11KB
• d767164d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 16, 2024 Date of Report (Date of earliest event reported) Planet Fitness, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37534 38-3942097 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 4 Liberty Lane West Hampton , NH 03842 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (603) 750-0001 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, $0.0001 Par Value PLNT New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 16, 2024, Planet Fitness, Inc. (the "Company") announced the appointment of Colleen Keating, age 55, as Chief Executive Officer ("CEO") of the Company, effective June 10, 2024 ( the "Effective Date"). Also on the Effective Date, Ms. Keating will join the Company's Board of Directors (the "Board"), as a Class II director, to serve until the Company's 2026 annual meeting of stockholders. Ms. Keating will succeed Gov. Craig Benson, the Company's current Interim Chief Executive Officer and a member of the Board. Gov. Benson will resign as Interim Chief Executive Officer as of the Effective Date, but will continue to serve as a member of the Board. The Company thanks Gov. Benson for his service throughout the CEO transition process. Ms. Keating most recently served as CEO of FirstKey Homes ("FirstKey") since February 2020, currently the fourth largest single-family rental home property management company in the United States, where she led the strategic direction of the business, implemented significant brand-aligned digital strategies, helped drive platform cost reduction and improved the overall resident experience. Prior to joining FirstKey, Ms. Keating served as the Chief Operating Officer, Americas of InterContinental Hotels Group ("IHG") from March 2018 until February 2020, where she oversaw the operations of more than 4,000 IHG hotels across the Americas region, overseeing franchisee performance support and company-managed hotel operations. Ms. Keating also previously served as Executive Vice President of Operations at Davidson Hotels & Resorts from January 2017 until March 2018. Earlier in her career, Ms. Keating spent 16 years with Starwood Hotels & Resorts Worldwide, Inc., serving in a variety of leadership positions of increasing responsibility, most recently as Senior Vice President of Franchise Operations and Compliance, North America and previously as Senior Vice President of Operations, North Region. In connection with her appointment, Ms. Keating and the Company entered into an offer letter dated April 6, 2024, which sets forth the terms of her employment with the Company (the "Agreement"). Pursuant to the Agreement, Ms. Keating will receive an annual base salary of $1,000,000 and will be eligible to receive an annual cash bonus, with a target of 150% of her base salary. In addition, the Company will grant Ms. Keating a make-whole equity award in connection with her appointment as CEO (the "Hire Date Award"), consisting of restricted stock units ("RSUs") pursuant to the Company's 2015 Omnibus Incentive Plan (the "Omnibus Plan"), with a grant date fair value of $5,000,000 based on the closing price of the Company's Class A common stock on the trading day immediately before the Effective Date. Ms. Keating will also receive an equity award pursuant to the Company's 2024 long-term incentive program (the "LTIP Award"), with a grant date aggregate fair value of $4,000,000 bas

View Full Filing

View this 8-K filing on SEC EDGAR