Xponential Fitness Appoints New Director

Ticker: XPOF · Form: 8-K · Filed: 2024-05-10T00:00:00.000Z

Sentiment: neutral

Topics: board-appointment, management-change

Related Tickers: XPNT

TL;DR

Xponential Fitness adds Brenda Freeman (ex-Shutterstock CEO) to its board, effective May 10, 2024.

AI Summary

Xponential Fitness, Inc. announced on May 10, 2024, the appointment of Brenda M. Freeman as a new Class II director, effective immediately. Ms. Freeman will serve on the Audit Committee and the Compensation Committee. She previously served as CEO of Shutterstock, Inc. from 2017 to 2023.

Why It Matters

The addition of an experienced executive like Brenda M. Freeman to the board could bring fresh perspectives and expertise, potentially influencing strategic decisions and governance.

Risk Assessment

Risk Level: low — This filing primarily concerns a board appointment and does not involve significant financial transactions or operational changes.

Key Players & Entities

FAQ

Who is Brenda M. Freeman and what is her background?

Brenda M. Freeman is a newly appointed Class II director for Xponential Fitness, Inc. She previously served as the CEO of Shutterstock, Inc. from 2017 to 2023.

When was Brenda M. Freeman's appointment effective?

Brenda M. Freeman's appointment as a Class II director was effective immediately as of May 10, 2024.

Which committees will Brenda M. Freeman serve on?

Brenda M. Freeman will serve on the Audit Committee and the Compensation Committee.

What is the class of director Brenda M. Freeman has been appointed to?

Brenda M. Freeman has been appointed as a Class II director.

What is the primary purpose of this 8-K filing?

This 8-K filing is primarily to report the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements of certain officers, specifically the appointment of Brenda M. Freeman.

Filing Stats: 999 words · 4 min read · ~3 pages · Grade level 10.9 · Accepted 2024-05-10 16:51:05

Key Financial Figures

Filing Documents

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 Date of Report (Date of earliest event reported): May 10, 2024 XPONENTIAL FITNESS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40638 84-4395129 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 17877 Von Karman Avenue , Suite 100 Irvine , CA 92614 (Address of principal executive offices, including Zip Code) (949) 346-3000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Forms 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 Act: Title of each class Trading symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.0001 per share XPOF 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 (230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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 May 10, 2024, Mr. Anthony Geisler, Chief Executive Officer and Director of Xponential Fitness, Inc. (the "Company"), was removed by the Company's Board of Directors from his duties and suspended indefinitely as Chief Executive Officer. During the term of Mr. Geisler's suspension, he will continue to be employed by the Company and will receive his salary pursuant to the terms of his employment agreement, but he will no longer perform the function of principal executive officer. Mr. Geisler is currently a director of the Company, but he will not be involved with the Company's response to, or oversight of, the USAO Investigation (as defined below). The Company's Board of Directors has appointed Ms. Brenda Morris, a member of the Company's Board of Directors since 2019, to serve as the Company's Interim Chief Executive Officer. There are no arrangements or understandings between Ms. Morris and any other person related to her appointment as Interim Chief Executive Officer. There is no family relationship between Ms. Morris and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Ms. Morris that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Ms. Morris will continue to be compensated as a director of the Company. Any material changes or amendments to Ms. Morris' compensation arrangements in connection with her appointment as the Interim Chief Executive Officer have not yet been finalized. In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company intends to file an amendment to this Current Report on Form 8-K when such information is available. A description of Ms. Morris' business experience, which is required to be disclosed by Item 401(e) of Regulation S-K can be found in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 18, 2024, and is incorporated by reference herein. Upon Ms. Morris' appointment as Interim Chief Executive Officer, she ceased being the Lead Independent Director of the Company. Chelsea Grayson has been appointed Lead Independent Director of the Board. The Company's Board of Directors has also retained an executive search firm to assist with CEO succession planning. Item7.01 Regulation FD Disclosure. On May 10, 2024, the Company issued a press release announcing the appointment of Ms. Morris as Interim Chief Executive Officer of the Company and the suspension of Mr. Geisler as well as the USAO Investigation (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 a

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