Planet Fitness Files Definitive Proxy Statement

TL;DR

<b>Planet Fitness files its annual proxy statement detailing executive compensation and equity awards for fiscal year 2023.</b>

AI Summary

Planet Fitness, Inc. (PLNT) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. Planet Fitness, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 21, 2024. The filing covers the fiscal year ending December 31, 2023. Key executive compensation data for Mr. Rondeau and Gov. Benson is detailed. Information on equity awards granted, vested, and unvested for these executives is provided for the fiscal years 2020-2023. The company's principal executive offices are located at 4 Liberty Lane West, Hampton, NH.

Why It Matters

For investors and stakeholders tracking Planet Fitness, Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding the compensation of top executives, enabling informed voting on executive pay matters. Details on equity awards, including grants, vesting, and forfeiture, offer insight into the company's incentive structures and potential future dilution.

Risk Assessment

Risk Level: low — Planet Fitness, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate financial or operational risks indicated.

Analyst Insight

Review the executive compensation details and equity award structures to assess alignment with company performance and shareholder interests.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period covered by the filing)
• 2024-03-21 — Filing Date (Date the DEF 14A was filed)
• 2020-2023 — Years for Equity Award Data (Range of years for which equity award details are provided)

Key Players & Entities

• Planet Fitness, Inc. (company) — Filer of the DEF 14A
• DEF 14A (filing) — Form type filed
• 2023-12-31 (date) — Fiscal year end
• 2024-03-21 (date) — Filing date
• Mr. Rondeau (person) — Executive mentioned in compensation details
• Gov. Benson (person) — Executive mentioned in compensation details
• 4 Liberty Lane West, Hampton, NH (address) — Company's business and mailing address
• 0001637207 (company) — Central Index Key for Planet Fitness, Inc.

FAQ

Industry Context

Planet Fitness operates in the membership sports and recreation clubs industry, focusing on providing affordable fitness options.

Regulatory Implications

The filing is a standard DEF 14A, subject to SEC regulations governing proxy solicitations and executive disclosures.

What Investors Should Do

1. Analyze the compensation packages for Mr. Rondeau and Gov. Benson.
2. Review the details of equity awards granted, vested, and forfeited across fiscal years 2020-2023.
3. Assess the company's adherence to SEC disclosure requirements for proxy statements.

Key Dates

• 2024-03-21: Filing of DEF 14A — Provides details on executive compensation and corporate governance for the fiscal year 2023.

Year-Over-Year Comparison

This is the initial DEF 14A filing for the fiscal year 2023, following previous filings for earlier periods.

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share, for use at the Company's ann

Filing Documents

• plnt-20240321.htm (DEF 14A) — 1259KB
• plnt-20240321_g1.jpg (GRAPHIC) — 186KB
• plnt-20240321_g10.jpg (GRAPHIC) — 3KB
• plnt-20240321_g11.jpg (GRAPHIC) — 38KB
• plnt-20240321_g2.jpg (GRAPHIC) — 3KB
• plnt-20240321_g3.jpg (GRAPHIC) — 4KB
• plnt-20240321_g4.jpg (GRAPHIC) — 86KB
• plnt-20240321_g5.jpg (GRAPHIC) — 45KB
• plnt-20240321_g6.jpg (GRAPHIC) — 37KB
• plnt-20240321_g7.jpg (GRAPHIC) — 89KB
• plnt-20240321_g8.jpg (GRAPHIC) — 101KB
• plnt-20240321_g9.jpg (GRAPHIC) — 93KB
• 0001637207-24-000028.txt (&nbsp;) — 3650KB
• plnt-20240321.xsd (EX-101.SCH) — 4KB
• plnt-20240321_def.xml (EX-101.DEF) — 5KB
• plnt-20240321_lab.xml (EX-101.LAB) — 6KB
• plnt-20240321_pre.xml (EX-101.PRE) — 4KB
• plnt-20240321_htm.xml (XML) — 153KB

Executive Compensation

Executive Compensation 18 Compensation Discussion and Analysis 18 2023 Accomplishments 18 2023 and 2024 Executive Transitions 18 Overview of our Executive Compensation Program 19 Process for Determining Executive Compensation 20 Components of our Executive Compensation Program 22 Other Compensation Related Matters 30 Compensation Committee Report 30 Summary Compensation Table 32 Grants of Plan-Based Awards Table 34 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 35 Outstanding Equity Awards at 2023 Year-End 36 Option Exercises and Stock Vested 39 Pension Benefits and Nonqualified Deferred Compensation 39 Potential Payments Upon Termination or Change in Control 39 Pay Versus Performance 42 Pay Ratio Disclosure Rule 45 Proposal 3: Advisory Vote on Named Executive Officer Compensation 47 Director Compensation 49 Non-Employee Director Compensation Program 49 Executive Officers 50

Security Ownership of Certain Beneficial Owners and Management and Related Party Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Party Stockholder Matters 51 Beneficial Ownership 51 Equity Compensation Plan Information 53 D elinquent Section 16(a) Reports 53 Certain Relationships and Related Party Transactions 54 Recapitalization Transactions in Connection with our IPO 54 Indemnification Agreements 57 Related Person Transactions Policy 58 Audit Committee Report 59 Additional Information 60 Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials 60 Requirements for Stockholder Proposals to be Brought Before an Annual Meeting 60 Incorporation by Reference 60 Householding 60 Voting by Telephone or the Internet 60 Other Matters 61 Appendix A: GAAP to Non-GAAP Reconciliations and Other Performance Measures 62 Proxy Card 68 PLANET FITNESS, INC. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS April 30, 2024 INTRODUCTION This Proxy Statement provides information for stockholders of Planet Fitness, Inc. ("we," "us," "our," "Planet Fitness" and the "Company"), as part of the solicitation of proxies by the Company and its board of directors (the "Board") from holders of the outstanding shares of the Company's common stock, par value $0.0001 per share, for use at the Company's annual meeting of stockholders to be held in a virtual format at www.virtualshareholdermeeting.com/PLNT2024 at 2:00 p.m. Eastern Time on April 30, 2024, and at any adjournments or postponements thereof (the "Annual Meeting"). At the Annual Meeting, stockholders will be asked to vote either directly or by proxy on the following matters discussed herein: 1. Election of the two director nominees named in the Proxy Statement to serve until the 2027 annual meeting of stockholders; 2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024; 3. Approval, on an advisory basis, of the compensation of the Company's

View Full Filing

View this DEF 14A filing on SEC EDGAR