Xponential Fitness Announces Board & Executive Changes

TL;DR

Xponential Fitness (XPOF) filed an 8-K for board changes and executive comp updates.

AI Summary

On June 17, 2024, Xponential Fitness, Inc. filed an 8-K report detailing changes in its board of directors and executive compensation. The filing includes the election of new directors and updates to compensatory arrangements for certain officers, though specific names and dollar amounts for these arrangements are not detailed in the provided text.

Why It Matters

Changes in a company's board and executive compensation can signal shifts in strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance changes and does not indicate any significant financial distress or operational disruption.

Key Players & Entities

• Xponential Fitness, Inc. (company) — Registrant
• June 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-40638 (other) — Commission File Number
• 84-4395129 (other) — I.R.S. Employer Identification Number
• 17877 Von Karman Avenue, Suite 100 Irvine, CA 92614 (address) — Principal executive offices
• (949) 346-3000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share XPOF New York Stock Excha
• $800,000 — ement, Mr. King's annual base salary is $800,000 and is subject to increase by our Board
• $16.00 — York Stock Exchange, equals or exceeds $16.00. In addition, pursuant to the King Em
• $3.5 million — units ("RSUs") with an initial value of $3.5 million. Fifty percent of such RSUs will vest i
• $16 — York Stock Exchange, equals or exceeds $16.00, $25.00, and $30.00, respectively, f
• $25 — ock Exchange, equals or exceeds $16.00, $25.00, and $30.00, respectively, for 20 co
• $30 — , equals or exceeds $16.00, $25.00, and $30.00, respectively, for 20 consecutive tr
• $43,333.33 — Company. The special bonus consists of $43,333.33 in cash, and RSUs with a value of $43,3

Filing Documents

• d803435d8k.htm (8-K) — 33KB
• d803435dex101.htm (EX-10.1) — 60KB
• d803435dex991.htm (EX-99.1) — 9KB
• g803435g0614031845416.jpg (GRAPHIC) — 4KB
• 0001193125-24-162076.txt ( ) — 258KB
• xpof-20240617.xsd (EX-101.SCH) — 3KB
• xpof-20240617_lab.xml (EX-101.LAB) — 18KB
• xpof-20240617_pre.xml (EX-101.PRE) — 11KB
• d803435d8k_htm.xml (XML) — 4KB

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): June 17, 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. Appointment of New Chief Executive Officer and Director Effective June 17, 2024, the Board of Directors (the "Board") of Xponential Fitness, Inc. (the "Company"), upon recommendation by the Nominating and Corporate Governance Committee of the Board and the Human Capital Management Committee of the Board, appointed Mr. Mark King, age 64, as Chief Executive Officer of the Company and as a member of the Board. Mr. King has over 40 years of experience scaling iconic global consumer brands and franchisors. Most recently, Mr. King served as CEO of Taco Bell from 2019 to 2023. Prior to Taco Bell, Mr. King was the President of Adidas North America from 2014 to 2018. Before Adidas, Mr. King spent 34 years with TaylorMade, where he rose from a territory sales representative to CEO. Since 2023, Mr. King has served on the Board of Directors for Party City. He holds a Bachelor of Business Administration from the University of Wisconsin-Green Bay. There are no family relationships between Mr. King and any director or other executive officer of the Company, nor are there any transactions to which the Company was or is a participant and in which Mr. King has a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. King and any other person pursuant to which he was selected as Chief Executive Officer and director. A copy of the press release announcing Mr. King's appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference. Employment Agreement and Indemnification Agreement with New Chief Executive Officer The Company entered into an employment agreement with Mr. King in connection with his appointment as Chief Executive Officer (the "King Employment Agreement"), effective June 17, 2024. The term of the King Employment Agreement runs for one year, after which the agreement will continue to renew annually for successive one-year periods, unless either party provides prior written notice of non-renewal. Pursuant to the King Employment Agreement, Mr. King's annual base salary is $800,000 and is subject to increase by our Board of Directors based on Mr. King's performance. Mr. King is eligible to participate in the Company's annual cash bonus program with an annual cash bonus opportunity of up to 100% of base salary based on the achievement of performance goals established by the Board. For 2024, Mr. King is eligible for a pro-rated bonus if, as of December 31, 2024, the trailing 30-day volume-weighted average closing price of the Company's common stock, as reported on the New York Stock Exchange, equals or exceeds $16.00. In addition, pursuant to the King Employment Agreement and subject to the terms of the Company's Omnibus Ince