Xponential Fitness Appoints New Directors, Adjusts Executive Pay

TL;DR

XPONENTIAL FITNESS ADDS NEW BOARD MEMBERS AND REVISES EXECUTIVE COMPENSATION.

AI Summary

Xponential Fitness, Inc. announced on September 6, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, David Barr and Brenda Morris, to its Board, effective immediately. Additionally, the company entered into new employment agreements with its Chief Executive Officer, certificate of incorporation, and Chief Financial Officer, detailing their compensation packages.

Why It Matters

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

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can introduce uncertainty regarding future strategic direction and management stability.

Key Numbers

• 001-40638 — SEC File Number (Identifies the company's filing with the SEC.)
• 84-4395129 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Xponential Fitness, Inc. (company) — Registrant
• David Barr (person) — Newly Elected Director
• Brenda Morris (person) — Newly Elected Director
• September 6, 2024 (date) — Date of earliest event reported
• 17877 Von Karman Ave., Suite 100, Irvine, CA 92614 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share XPOF New York Stock Excha
• $425,000 — Chief Legal Officer of the Company, to $425,000, with an the annual cash bonus opportun

Filing Documents

• d865419d8k.htm (8-K) — 22KB
• 0001193125-24-216636.txt ( ) — 144KB
• xpof-20240906.xsd (EX-101.SCH) — 3KB
• xpof-20240906_lab.xml (EX-101.LAB) — 18KB
• xpof-20240906_pre.xml (EX-101.PRE) — 11KB
• d865419d8k_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): September 6, 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 No.) 17877 Von Karman Ave. , Suite 100 Irvine , CA 92614 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 346-3000 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 ( see General Instruction A.2, below): 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, 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 the 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 September 6, 2024, the Human Capital Management Committee of the Board of Directors of the Company approved an increase in the annual base salary for Andrew Hagopian, Chief Legal Officer of the Company, to $425,000, with an the annual cash bonus opportunity of 50%, effective October 1, 2024. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XPONENTIAL FITNESS, INC. Date: September 10, 2024 By: /s/ John Meloun Name: John Meloun Title: Chief Financial Officer