UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Resignation
Mr. Anthony Geisler resigned as Chief Executive Officer of the Company, effective May 13, 2024.
Compensation of Interim Chief Executive Officer
As previously disclosed in the Original Report, Ms. Brenda Morris has been appointed by the Company’s Board of Directors to serve as the Company’s Interim Chief Executive Officer. As consideration for Ms. Morris’ service as Interim Chief Executive Officer, the Human Capital Management Committee of the Board of Directors has approved the following compensation: Ms. Morris will receive a monthly salary of $100,000, a restricted stock units (RSUs) award with a value of $100,000 for each month of service as Interim Chief Executive Officer which will vest immediately upon issuance, and a one-time exigency stipend in an amount to be determined by the Human Capital Management Committee of the Board of Directors not to exceed $10,000.
Item 7.01 Regulation FD Disclosure.
On May 17, 2024, the Company issued a press release announcing the resignation of Anthony Geisler as Chief Executive Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended or the Exchange Act except as set forth by specific reference in such filing.
Item 8.01 Other Events.
The Board of Directors of the Company intends to withdraw its nomination of Mr. Geisler as a Class III director in connection with the Company 2024 Annual Meeting of Stockholders. The Company will file a supplement to the Company’s Proxy Statement filed with the SEC on April 18, 2024 to reflect that Mr. Geisler will no longer be nominated to serve as a Class III director.
Item 9.01 Financial Statements Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press release dated May 17, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |
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 17, 2024 | By: | /s/ Brenda Morris | ||||
| Name | Brenda Morris | |||||
| Title | Interim Chief Executive Officer | |||||