Xponential Fitness Files Proxy Statement Amendment

TL;DR

XPOF filed an amendment to its proxy statement on 5/17/24, likely for shareholder votes. No fee.

AI Summary

Xponential Fitness, Inc. filed an amendment (Amendment No. 1) to its Definitive Proxy Statement (DEFA14A) on May 17, 2024. This filing is related to the company's proxy materials, indicating it's providing additional information or making corrections to previously submitted documents for its stockholders. The filing does not appear to involve a fee, as indicated by the 'No fee required' checkbox.

Why It Matters

This filing provides updated or supplementary information to Xponential Fitness's stockholders regarding matters to be voted on, ensuring transparency and informed decision-making.

Risk Assessment

Risk Level: low — This is a routine administrative filing (amendment to a proxy statement) and does not contain new material financial or operational information that would inherently increase risk.

Key Players & Entities

• Xponential Fitness, Inc. (company) — Registrant
• 0001140361-24-026741 (filing_id) — Accession Number
• May 17, 2024 (date) — Filing Date
• 17877 VON KARMAN AVE SUITE 100 IRVINE CA 92614 (address) — Company Business Address

FAQ

Filing Documents

• ny20029031x1_defa14a.htm (DEFA14A) — 29KB
• ny20029031x1_graphic1.jpg (GRAPHIC) — 351KB
• ny20029031x1_nc01.jpg (GRAPHIC) — 1001KB
• ny20029031x1_nc02.jpg (GRAPHIC) — 885KB
• 0001140361-24-026741.txt ( ) — 3107KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Xponential Fitness, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. May 17, 2024 Dear Stockholders: The Board of Directors (the "Board") of Xponential Fitness, Inc. ("we", "us", "our" or the "Company") has determined that Mr. Geisler will no longer be re-nominated to serve as a Class III director in connection with the Company's 2024 Annual Meeting of Stockholders (the "Annual Meeting"). As such, following the certification of the vote at the Annual Meeting, Mr. Geisler will no longer be a director of the Company. We are providing you with additional information in the enclosed Supplement (the "Supplement") to the Company's Proxy Statement filed with the Securities and Exchange Commission on April 18, 2024 (the "Proxy Statement"), as well as an amended notice of Annual Meeting and proxy card, to remove Mr. Geisler as a director nominee, while continuing to allow stockholders to vote for Mr. Mark Grabowski as the remaining Class III director nominee pursuant to Proposal 1, Election of Directors. If you have not already voted your shares on the proposals to be voted on at the Annual Meeting, we urge you to do so today. If you have already voted your shares on the proposals to be voted on at the Annual Meeting, we encourage you to resubmit your vote on the proposals. The receipt of your new proxy or voting instructions will revoke and supersede any proxy or voting instructions you previously submitted. If you have already voted and do not submit new voting instructions, your previously submitted proxy or voting instructions will be voted at the Annual Meeting in accordance with your instructions with respect to Mr. Grabowski and the ratification of the auditor, and will be disregarded with respect to the election of Mr. Geisler. In this regard, any votes cast with respect to Mr. Geisler will be disregarded and will not be counted, as Mr. Geisler is no longer standing for re-election at the Annual Meeting. Please read the Proxy Statement that was previously made available to stockholders and the attached Supplement in their entirety, as well as the amended notice of Annual Meeting and proxy card, as together they contain all of the information that is important to your decisions in voting at the Annual Meeting. By Order of the Board of Directors /s/ Mark Grabowski Mark Grabowski Chairman of the Board XPONENTIAL FITNESS, INC. 17877 Von Karman Ave., Suite 100 Irvine, CA 92614 Amended Notice of Annual Meeting of Stockholders To Be Held Thursday, May 30, 2024 The Annual Meeting of Stockholders (the "Annual Meeting") of Xponential Fitness, Inc., a Delaware corporation (the "Company"), will be held at 10:00 a.m., Pacific Time, on Thursday, May 30, 2024. The Annual Meeting will be held virtually. You will be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/XPOF2024 and entering your 16-digit control number included on your proxy card that is enclosed with your proxy materials. This website will contain instructions on how to participate in the Annual Meeting in advance of the meeting. The Company has designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation. You will be able to submit written questions at the meeting and vote online. The Annual Meeting will be held for the following purposes: To elect one Class III Director to serve until the 2027 annual meeting of stockholders, or until his successor shall have been duly elected and qualified or until such director's earlier death, resignation or removal; To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. Holders of record of our Class A common stock, Class B common stock and Series A preferred stock as of the close of business on April 2, 2024 (the "Record Date") are entitled to notice of and to vote