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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, 2023

 

 

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.

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the 2023 annual meeting of stockholders of Xponential Fitness, Inc. (the “Company”) held on May 10, 2023, the following proposals were approved by the stockholders: (i) the election of two Class II director nominees listed in the proxy statement to serve on the Board of Directors of the Company and (ii) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, each by the votes set forth below:

Proposal 1: Election of Directors:

 

Name of Director

 

For

 

Withheld

 

Broker Non-Votes

Chelsea Grayson

  29,332,806   9,790,806   3,808,475

Jair Clarke

  38,828,746   294,866   3,808,475

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm:

 

For

 

Against

 

Abstain

42,573,628   331,505   26,954


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    XPONENTIAL FITNESS, INC.
Date: May 16, 2023     By:  

/s/ Anthony Geisler

    Name:   Anthony Geisler
    Title:   Chief Executive Officer